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Outstanding Transport, Inc. v. Interagency Council of Mental Retardation & Developmental Disabilities, Inc.

Supreme Court of New York, Second Department

October 30, 2013

Outstanding Transport, Inc., appellant,
v.
Interagency Council of Mental Retardation and Developmental Disabilities, Inc., etc., respondent. Index No. 8338/11

Silverman Sclar Shin & Byrne PLLC, New York, N.Y. (Donald F. Schneider, Peter Silverman, Thomas H. Herndon, Jr., and Mark E. Klein of counsel), for appellant.

Kehl, Katzive & Simon, LLP, New York, N.Y. (Jeffrey A. Kehl and E. Katherine Hajjar of counsel), for respondent.

WILLIAM F. MASTRO, J.P., DANIEL D. ANGIOLILLO, JOHN M. LEVENTHAL, CHERYL E. CHAMBERS, JJ.

DECISION & ORDER

In an action, inter alia, to recover damages for breach of contract, the plaintiff appeals, as limited by its brief, from so much of an order of the Supreme Court, Kings County (Demarest, J.), dated January 13, 2012, as granted that branch of the defendant's motion which was for summary judgment dismissing the first cause of action.

ORDERED that the order is affirmed insofar as appealed from, with costs.

"[W]hen parties set down their agreement in a clear, complete document, their writing should as a rule be enforced according to its terms. Evidence outside the four corners of the document as to what was really intended but unstated or misstated is generally inadmissible to add to or vary the writing" (W.W.W. Assoc. v Giancontieri, 77 N.Y.2d 157, 162). Thus, "before looking to evidence of what was in the parties' minds, a court must give due weight to what was in their contract" (id. at 162). "A contract should be read as a whole to ensure that undue emphasis is not placed upon particular words and phrases" (Consedine v Portville Cent. School Dist., 12 N.Y.3d 286, 293). "Whether a contract is ambiguous is a question of law and extrinsic evidence may not be considered unless the document itself is ambiguous" (South Rd. Assoc., LLC v International Bus. Machs. Corp., 4 N.Y.3d 272, 278). "Moreover, courts may not by construction add or excise terms, nor distort the meaning of those used and thereby make a new contract for the parties under the guise of interpreting the writing" (Bailey v Fish & Neave, 8 N.Y.3d 523, 528 [internal quotation marks omitted]; see Vermont Teddy Bear Co. v 538 Madison Realty Co., 1 N.Y.3d 470, 475).

Here, the plaintiff failed to show any ambiguity in the subject contract that would permit consideration of the proferred extrinsic evidence of an alleged oral agreement to clarify the meaning of the term "preference" as used in the contract. Moreover, the interpretation advanced by the plaintiff would result in an unreasonable result, which should be avoided (see Tri-Messine Constr. Co. v Telesector Resources Group, 287 A.D.2d 558; Campos v 7 Hallock Landing Corp., 166 A.D.2d 549, 550; Hsieh v Pudge Corp., 122 A.D.2d 198, 199).

The plaintiff's remaining contentions are without merit.

The Supreme Court therefore properly granted that branch of the defendant's motion which was for summary judgment dismissing the first cause of action, which sought to recover damages for breach of contract.

MASTRO, J.P., ANGIOLILLO, LEVENTHAL and CHAMBERS, JJ., concur.


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