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ROYAL SOCY. OF MED. v. INTERNATIONAL SOCY. FOR PRE

February 19, 1985

THE ROYAL SOCIETY OF MEDICINE, Plaintiff, against INTERNATIONAL SOCIETY FOR PREVENTIVE ONCOLOGY, INC. a/k/a INTERNATIONAL SYMPOSIUM FOR DETECTION AND PREVENTION OF CANCER, INC., and HERBERT E. NIEBURGS, Defendants


The opinion of the court was delivered by: MACMAHON

MacMAHON, District Judge

Plaintiff, The Royal Society of Medicine ("RSM"), moves for summary judgment against defendant, International Society for Preventive Oncology, Inc. ("ISPO"), on its second, third and fifth causes of action. Plaintiff also moves to dismiss defendants' counterclaims. Defendants oppose plaintiff's motion for summary judgment and cross-move for summary judgment dismissing plaintiff's complaint against defendant Herbert E. Nieburgs ("Nieburgs") and plaintiff's fifth cause of action.

 FACTS

 This action is based on a contract signed by the parties in March 1979. In the fall of 1977, plaintiff entered into an agreement to sponsor the Fourth Symposium on the Detection and Prevention of Cancer ("symposium"), to be held in London in July 1980, with the International Study Group for the Detection and Prevention of Cancer ("DepCa"), a non-profit medical society organized under the laws of Belgium. Defendant Nieburgs served as president of DepCa in 1977.

 Plaintiff agreed to organize the symposium and to guarantee a loan for L20,000 as seed money. The agreement also provided that the loan was without risk and would be repaid at periodic intervals. Due to lack of sponsorship by other organizations, however, plans for the symposium were put on hold at the November 1978 meeting of the Symposium Organizing Committee, which Nieburgs attended.

 In March 1979, plaintiff entered into a new agreement regarding the organizing of the symposium, which substituted the International Symposium for Detection and Prevention of Cancer, Inc. ("ISDPC") for DepCa. ISDPC, a separate corporation formed to organize symposia, later changed its name to ISPO. The pertinent part, the March 1979 agreement provided that ISPO:

 
3. Agrees that repayment of the money already lent by the RSM (plaintiff) beyond L20,000 (as shown at Appendix A), plus interest, will be a first call on registration fees as received and that the said L20,000 shall be repaid to the RSM within four weeks of the termination of the Symposium.
 
4. Agrees that any profits from the Symposium will be shared with the RSM on the basis of 75% to ISDPC (ISPO) and 25% to RSM.

 Defendants have paid plaintiff for amounts due over L20,000 but have not repaid the original loan. Plaintiff alleges that, in further violation of the March 1979 agreement, defendants have failed to provide plaintiff with an accounting and percentage of the profits. In addition, in July 1980, plaintiff arranged a symposium dinner at a cost of L1,500, which plaintiff alleges defendants agreed but have failed to pay.

 DISCUSSION

 Plaintiff's Second Cause of Action

 Plaintiff moves for summary judgment on its second cause of action which alleges that, under the March 1979 agreement, defendants were required, but have failed, to repay plaintiff L20,000 within four weeks of the symposium.

 Defendants contend that they were assured of and expected to receive invoices for plaintiff's expenditures before reimbursement and would not have signed the agreement if they had known that invoices were unavailable. They also assert that the term "provisional" in Appendix A signifies that the amount to be paid was subject to verification which plaintiff has failed to provide. Finally, defendants contend that the agreement was executed in reliance on a chart distributed at the November 1978 meeting, which falsely aggrandized the number of expected attendants. They claim that the chart showed that the total number of persons interested in the symposium was 1,255.

 Defendants do not dispute that money is owed, but rather claim that the amount should be verified before it is paid. The document, however, is unambiguous and subject to only one interpretation. Security Options Corp. v. Devilliers Nuclear Corp., 472 F.2d 844, 846 (2d Cir. 1972). The agreement clearly provides that defendants were to repay plaintiff the L20,000 loan within four weeks after the symposium. The agreement is silent as to providing invoices. Any assurance in various letters by plaintiff to supply invoices was merely to accommodate defendants' accounting procedures, not because such ...


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