The opinion of the court was delivered by: Graffeo, J.:
This opinion is uncorrected and subject to revision before publication in the New York Reports.
This case involves a dispute over the status of a negotiated settlement agreement pertaining to New York City's duty to provide mental health services to certain inmates in its jails. We are asked whether the term of the agreement expired before plaintiffs filed a motion in Supreme Court seeking to extend the City's obligations. Applying our State's traditional principles of contract interpretation, we hold that plaintiffs sought relief prior to termination of the settlement agreement and their motion was therefore timely filed.
Plaintiffs initiated this action in 1999, seeking injunctive and declaratory relief for themselves and other mentally ill inmates in New York City jails.*fn1 According to plaintiffs, the City had failed to satisfy its duty under the State Constitution and Mental Hygiene Law to provide adequate "discharge planning" services for mentally ill persons completing their terms of incarceration. More particularly, plaintiffs requested that the City establish discharge planning that included continuing access to medication, community-based mental health treatment, housing and public benefits. Plaintiffs were certified as a class and granted a preliminary injunction (185 Misc 2d 420 [Sup Ct, NY County, 2000], affd for reasons stated 276 AD2d 440 [1st Dept 2000]).
Protracted negotiations culminated in a settlement agreement that was approved by Supreme Court on April 4, 2003. Because the agreement required the City to substantially comply with the settlement requirements 60 days later, the "implementation date" of the settlement -- i.e., the day compliance by the City became obligatory -- was June 3, 2003.
The City's fundamental obligation under the negotiated settlement was to provide plaintiffs with individualized, clinically adequate and appropriate "discharge planning." The goal was to ensure that mentally ill inmates would receive medical treatment and other services immediately upon release or transfer from a City jail by transitioning them into community-based mental health treatment and support services. In furtherance of this objective, the agreement included detailed provisions setting forth the City's responsibilities in this regard.
The parties further agreed that two "compliance monitors" would be appointed to oversee the City's efforts by evaluating "the provision of Discharge Planning in City Jails and [the City's] compliance with the terms of" the settlement. The monitors were to be appointed and "begin the performance of their duties . . . no later than the Implementation Date." The agreement also described the means by which the compliance monitors would evaluate and report on the City's fulfillment of its obligations. The monitors' first report to the court was due in September 2003, three months after the specified implementation date.
The key provision of the agreement at issue in this appeal is the termination clause. The parties stated that the agreement would "terminate at the end of five years after monitoring by the Compliance Monitors begins pursuant to § IV" of the settlement agreement.*fn2 If, however, plaintiffs could demonstrate before the agreement expired that the City had failed to adequately discharge its responsibilities for two years, they could ask Supreme Court to extend the settlement for an additional two-year period so that violations could be corrected before the agreement terminated. Thus, the only way to determine when the settlement was set to expire -- and whether a motion by plaintiffs to extend the terms of the settlement was timely filed -- is to establish the date when monitoring began.
The two monitors were appointed by Supreme Court on May 6, 2003. According to the first report they issued in September 2003, the monitors "began to engage in some limited reviews of draft policies and procedures" on May 19th, met with City attorneys to discuss the draft policies on May 22nd, and observed a training session on May 28th of persons who would conduct the individualized discharge planning for inmates. The City's new discharge planning policies and procedures went into effect on June 3rd -- in compliance with the implementation date set forth in the settlement agreement. The monitors, however, did not begin their work monitoring the City's activities "in earnest" until June 25, 2003 and, even as of the filing of the September 2003 report, they were unable to provide an opinion regarding the City's compliance with the agreement.
In 2009, the parties were unable to resolve a notice to cure noncompliance issued by plaintiffs and, on May 22, 2009, plaintiffs moved for a temporary restraining order and a preliminary injunction requiring the City to abide by its duties under the settlement agreement. The City cross-moved to dismiss, claiming that the settlement commenced not on the implementation date, but upon the appointment of the monitors on May 6, 2003. Consequently, the City contended that plaintiffs' motion was untimely because the settlement had expired in April 2009 (taking into account the agreed-to extensions).
Supreme Court denied the City's cross motion, concluding that the five-year term began on the implementation date and that the expiration date occurred on May 25 or 26, 2009, thereby rendering plaintiffs' motion timely. The Appellate Division reversed in a 3-to-2 decision, holding that the five-year term commenced when the monitors engaged in their first affirmative act on either May 19th or 28th in 2003, which produced a termination date of either May 10th or 19th in 2009, both of which were prior to the filing date of plaintiffs' motion
(77 AD3d 103, 107 [1st Dept 2010]). The dissenters concluded that the agreement was ambiguous and, as such, the parties' course of conduct -- treating the commencement date of the five-year period as no earlier than the implementation date of June 3, 2003 -- should be used to calculate the termination date. After we dismissed plaintiffs' appeal as of right for lack of finality (15 NY3d 937 ), the Appellate Division granted leave to appeal and certified a question of law to us, which we now answer in the negative.
Plaintiffs assert that their May 2009 motion premised on the City's alleged noncompliance was filed before expiration of the settlement agreement because the parties' agreement unambiguously provides that monitoring was not to begin before the implementation date of June 3, 2003. According to plaintiffs, the purpose of the settlement was to institute adequate discharge planning and the agreement did not obligate the City to provide that service until the implementation date. The City, in contrast, claims that monitoring began no later than May 28, 2003 (when a monitor observed a training session) because it was possible for the monitors to begin evaluating the City's plans for compliance before the implementation date. The City also argues that if the parties ...