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KRANZE v. CINECOLOR CORP.

April 12, 1951

KRANZE
v.
CINECOLOR CORP



The opinion of the court was delivered by: MCGOHEY

This is an action on an employment contract. Defendant moves for summary judgment and to vacate plaintiff's notice of examination. Since the former is granted, the latter need not be decided.

The contract, signed by all three parties, is set out in an appendix.

Plaintiff's claim is that the defendant is liable for the payment of salary alleged to be due under the contract. The complaint is based on the contract as it stands. It is not claimed that it is invalid or the result of fraud or mistake. Nevertheless the plaintiff asserts that the contract is ambiguous as to defendant's liability for salary and that parol evidence is necessary to remove that ambiguity. This evidence, he argues, will present a triable issue of fact.

 But 'where the intention of the parties may be gathered from the four corners of the instrument, interpretation of the contract is a question of law, and parol evidence is not admissible as an aid in interpretation; no trial is necessary to determine the legal effect of the contract.' *fn1"

 'The intention of the parties is found in the language used to express such intention. * * * If the court finds as a matter of law that the contract is unambiguous, evidence of the intention and acts of the parties plays no part in the decision of the case. Plain and unambiguous words, undisputed facts, leave no question of construction except for the court.' *fn2"

 There is no ambiguity in this contract. Classics, and only Classics, is obligated to pay salary. Defendant's only obligation is stated in the stock option provisions in paragraph '7.' That part of paragraph '7' which reads 'All other provisions of this agreement, however, shall continue in full force and effect, irrespective of whether or not such approval can be obtained,' creates no ambiguity. It means only that failure to obtain such approval shall not impair the respective rights and obligations of plaintiff and Classics set out in the rest of the contract. Plaintiff urges other specified ambiguities, but I am not persuaded that they exist.

 Where, as here, two or more parties to a contract promise separate performances, each party is bound only for the performance he promised. *fn3" Since defendant clearly did not promise to pay plaintiff's salary, there is no basis for a claim against it and summary judgment must be granted.

 Settle order.

 Appendix

 'Agreement made this 19th day of December, 1947, by and between Film Classics, Inc., a New York corporation, hereinafter referred to as 'Classics', Bernard G. Kranze, hereinafter referred to as 'Kranze', and Cinecolor Corporation, a California corporation, hereinafter referred to as 'Cinecolor.'

 'The parties agree as follows:

 '1. Classics will employ Kranze to perform the duties and render the services hereinafter provided, and Kranze will faithfully and diligently perform said duties and render said services, for a period commencing January 19, 1948 and ending three years thereafter. If Classics or Kranze desires to extend this agreement for two additional years, it or he shall give written notice of such desire to the other parties to this agreement not less than ninety (90) days prior to the date when this agreement would otherwise expire. If such notice is given by both Classics and Kranze, this agreement will thereby automatically be extended for two additional years. If either Classics or Kranze fails to give such notice, this agreement will terminate three years after January 19, 1948.

 '2. Classics will pay to Kranze the sum of $ 800 per week during the first year of his employment and $ 1,000 per week during the second and third years of his employment. If this agreement is extended for two additional years as hereinabove provided, Classics will pay to Kranze the sum of $ 1250 per week during each of such two additional years. In addition to such compensation, Classics will reimburse Kranze for such reasonable expenses as are incurred by him in the discharge of his duties to Classics, subject to the approval of the President of Classics.

 '3. Kranze will be Vice President in Charge of Sales of Classics. Under the general direction and authority of the President of Classics, Kranze will be responsible for and have authority over all sales throughout the world of ...


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