
    Louis Edison et al., Appellants, v. Julius Perlbinder et al., Individually and as Executors of Joseph Perlbinder, Deceased, Respondents.
   Action to recover damages for breach of covenant in a contract, made July 3, 1944) whereby defendants, as sellers, agreed to convey an apartment house to plaintiffs, as purchasers, by transfer of shares of stock of a corporation. Judgment for defendants unanimously affirmed, with costs. The paragraph of the contract invoked by plaintiffs contained two representations on the part of the sellers, (1) that the annexed rent schedule is a true and correct statement and (2) that the corporation has complied with all Office of Price Administration rent regulations. As to the first representation," it is undisputed that the actual leases surrendered to the purchasers corresponded in every respect with the facts contained on the schedule. As to the second representation, there is an utter failure of proof by plaintiffs of noncompliance with any Office of Price Administration rent regulation, despite concessions granted to tenants in conjunction with but outside of the terms of leases, which leases, "however, contained no concessions. The maximum rent, as of the so-called freeze date, March 1, 1943, would be the rent stipulated in the leases (see Rent Regulation for Housing in the New York City Defense-Rental Area, § 4; 8 Federal Register 13915; Interpretation 4 (a)-I, with Illustrations, in Rent Regulation for Housing with Official Interpretations, rev. July 1, 1945). There is no showing of failure to comply with section 7 of the New York City Rent Regulation (8 Federal Register 13919). It is undisputed that the orders of the Office of Price Administration reducing rents were based on paragraphs (5) and (8) of subdivision (c) of section 5 (9 Federal Register 2087) of the New York City Rent Regulation, under which the Administrator, in the exercise of discretion, under certain conditions may order a decrease of the maximum rent otherwise allowable. There is no warranty in this contract guaranteeing the purchasers that, despite compliance with all Office of Price Administration regulations, the administrator would not exercise the discretion vested in him. Present — Hagarty, Acting P. J., Johnston, Adel and Nolan, JJ.; Aldrich, J., deceased.  