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6722-Fundamental Long Term Care Holdings, LLC, et al v. Cammeby's Funding LLC

New York Supreme and/or Appellate Courts Appellate Division, First Department


February 7, 2012

6722-FUNDAMENTAL LONG TERM CARE HOLDINGS, LLC, ET AL.,
PLAINTIFFS-APPELLANTS,
v.
CAMMEBY'S FUNDING LLC, ET AL., DEFENDANTS-RESPONDENTS. CAMMEBY'S FUNDING LLC, ET AL.,
COUNTERCLAIM-PLAINTIFFS-RESPONDENTS,
FUNDAMENTAL LONG TERM CARE HOLDINGS, LLC, ET AL.,
COUNTERCLAIM-DEFENDANTS-APPELLANTS.

Fundamental Long Term Care Holdings, LLC v Cammeby's Funding LLC

Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.

This opinion is uncorrected and subject to revision before publication in the Official Reports.

Decided on February 7, 2012

Mazzarelli, J.P., Andrias, DeGrasse, Richter, Abdus-Salaam, JJ.

Order, Supreme Court, New York County (O. Peter Sherwood, J.), entered August 29, 2011, which granted defendants' motion for summary judgment and denied plaintiffs' cross motion for summary judgment, unanimously affirmed, with costs. Order, same court and Justice, entered October 6, 2011, which, inter alia, dismissed the complaint and directed the Clerk to enter judgment declaring that plaintiff Fundamental Long Term Care Holdings, LLC (the LLC) must issue ownership of 1/3 of its equity units to defendant Cammeby's Funding LLC's designee without regard to the capital contribution requirement in the LLC operating agreement, unanimously affirmed, with costs.

Regardless of which document was executed first, the motion court correctly found unambiguous the parties' option agreement entitling defendant Cammeby's to acquire units of the LLC for $1,000 without the need for any capital contribution. We note that the integration clause in the option agreement bars parol evidence of the parties' intent and of any other agreements or understandings (see Torres v D'Alesso, 80 AD3d 46 [2010]). Under the circumstances, we reject plaintiffs' contention that defendants obtained an improper windfall.

We have considered plaintiffs' additional arguments and find them unavailing.

THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.

ENTERED: FEBRUARY 7, 2012

CLERK

20120207

© 1992-2012 VersusLaw Inc.



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