In Sassi-Lehner v. Charlton Tenants Corp., 55 A.D.3d 74 (1st Dept. 2008) plaintiffs were transferees from their parents who had acquired shares in an occupied apartment at a foreclosure sale. Plaintiffs sought to be declared holders of unsold shares and therefore not subject to various restrictions contained in the co-operative rules and bi-laws. The offering plan of defendant's cooperative contained a provision similar to the Offering Plan provisions at issue here: that a shareholder may be deemed a holder of unsold shares if such shareholder acquired the shares directly from a person who was "produced" by the sponsor at the closing as a financially responsible person or, post-closing, from "individuals designated by it the Sponsor as holders of unsold shares". Since plaintiffs acquired their shares at a foreclosure sale, they were not "produced" by the sponsor at the closing; nor were they "designated" by the sponsor "as a holder of unsold shares" post-closing. Accordingly, the Court held that plaintiffs did not enjoy the status of holders of unsold shares. As the Court held: "The Kralik Court reiterated the basic concept that a determination as to whether a party is holder of unsold shares should be made "solely by applying ordinary contract principles to interpret the terms of the documents defining their contractual relationship with the cooperative corporation." (Id. at 78). "In applying the principles of basic contract interpretation, we find that, in this case, the definition of holder of unsold shares cannot be understood without reference to the offering plan since the proprietary lease unequivocally states that "the term Unsold Shares' means and has exclusive reference to the shares of the lessor which were issued to the sponsor or individuals produced by the sponsor pursuant to the offering statement-plan of cooperative organization" . . . . The offering plan "under which the lessor acquired the leasehold to the building" provides that "unsold shares" are those shares not sold by the closing date; that is, shares allocated to apartments occupied by nonpurchasing tenants at the time of conversion. Further, the offering plan provides that those unsold shares would either be acquired by the sponsor or they would be issued to a "financially responsible individual person or persons" produced by the sponsor at the time of closing. . Additionally, the sponsor may at any time after closing assign such blocks of shares and proprietary leases to individuals designated by it as holders of unsold shares." . Finally, the offering plan mandates that "no later than the third anniversary of closing, the sponsor must have assigned all unsold shares . . . to individuals designated by it as holders of unsold shares." (Id. at 79). "Since the plaintiffs acquired the shares from their parents who purchased the shares at a foreclosure sale from Fannie Mae, who was not designated by the sponsor as a holder of unsold shares, the plaintiffs cannot be recognized as holders of unsold shares." Id. at 81).