the strict standard for intentional infliction of emotional
distress without some combination of public humiliation, false
accusations of criminal or heinous conduct, verbal threats,
permanent loss of employment, or conduct contrary to public
policy. See id. None of the conduct alleged by Ruggieri meets
II. The Defendants' Counterclaim
The Court denies, however, defendants' motion for summary
judgment on their breach of contract counterclaim.*fn15 As
discussed above, defendants claim that when Ruggieri applied to
be chair of her department in 1996, she breached paragraph 5 of
the Settlement Agreement. According to paragraph 5, Ruggieri
agreed "not to apply for, pursue or accept employment in any
administrative position" for a period of five years or for so
long as Harrington is president of St. John's, whichever is
longer, and that she would, upon request from the University,
immediately withdraw her application for such a position.
(Raisfeld Aff., Ex. 27 ¶ 5.) The parties dispute whether the term
"administrative position" includes department chairs and have
each introduced extrinsic evidence in support of their
In interpreting a contract, a "trial court's primary objective
is to give effect to the intent of the parties as revealed by the
language they chose to use." Seiden Assocs. v. ANC Holdings,
Inc., 959 F.2d 425, 428 (2d Cir. 1992). A court may only
construe a contract as a matter of law and grant summary judgment
when the contract's language is unambiguous and conveys a
definite meaning. Alexander & Alexander Servs., Inc. v. These
Certain Underwriters at Lloyd's, London, 136 F.3d 82, 86 (2d
Cir. 1998); accord Sayers v. Rochester Tel. Corp. Supplemental
Management Pension Plan, 7 F.3d 1091, 1094 (2d Cir. 1993).
When the court determines that a contract's language is
ambiguous, however, and where there is relevant extrinsic
evidence as to the parties' actual intent, the "the contract's
meaning becomes an issue of fact precluding summary judgment."
Alexander, 136 F.3d at 86. "An ambiguity exists where the terms
of a contract could suggest `more than one meaning when viewed
objectively by a reasonably intelligent person who has examined
the context of the entire integrated agreement and who is
cognizant of the customs, practices, usages and terminology as
generally understood in the particular trade or business.'" Id.
(quoting Lightfoot v. Union Carbide Corp., 110 F.3d 898, 906
(2d Cir. 1997)).
In this case, the language of the agreement is ambiguous. It is
not readily apparent whether the term "administrative position"
includes department chairs. The term could reasonably be
interpreted to either include or to exclude department chairs.
Ruggieri has submitted an affidavit citing the University
Statutes and various internal St. John's memoranda, and stating
it is not her understanding that the term "administrative
position" as used in the Settlement Agreement pertains to
department chairs. (See Ruggieri Aff. at ¶¶ 42-57.) Defendants,
on the other hand, have submitted affidavits referring to the
University Statutes and the collective bargaining agreement, and
stating that department chairs have numerous administrative
responsibilities. (See MacDonald Aff. at ¶¶ 16-17 and Affidavit
of Anthony Gabb, sworn to March 1, 2000, at ¶¶ 6-12.)
Since the term "administrative position" in the agreement is
ambiguous, the parties disagree about its definition, and each
side has presented substantial extrinsic evidence supporting
their interpretation, summary judgment is not appropriate on this
claim at this time.
For the foregoing reasons, defendants' motion for summary
judgment is granted as to plaintiff's claims, but is denied with
respect to defendants' counterclaim. Defendants are to advise the
Court within 10 days of the date of this Order, if it is their
intention to pursue their counterclaim in light of this ruling,
or if they will withdraw it so this case can be closed.