Perelson, May & Lambert, LLP, Poughkeepsie, NY (Mark C.
Rushfield of counsel), for appellant.
Corbally, Gartland and Rappleyea, LLP, Poughkeepsie, NY (Kyle
C. Van De Water of counsel), for respondent.
WILLIAM F. MASTRO, J.P. MARK C. DILLON RUTH C. BALKIN JOSEPH
J. MALTESE, JJ.
DECISION & ORDER
action to recover damages for breach of contract, the
defendant appeals, as limited by its notice of appeal and
brief, from so much of an order of the Supreme Court,
Dutchess County (Brands, J.), dated February 18, 2016, as
denied those branches of its motion which were pursuant to
CPLR 3211(a)(1) and (7) to dismiss the complaint.
that the order is reversed insofar as appealed from, on the
law, with costs, that branch of the defendant's motion
which was pursuant to CPLR 3211(a)(1) to dismiss the
complaint is granted, and that branch of the defendant's
motion which was pursuant to CPLR 3211(a)(7) to dismiss the
complaint is denied as academic.
to a written contract, the plaintiff was employed by the
defendant, Poughkeepsie City School District (hereinafter the
school district), as its superintendent for approximately
seven years. After the plaintiff's employment ended, the
school district paid him for 15 accumulated vacation days. He
commenced this action alleging that, pursuant to the terms of
the contract, he was entitled to be paid for an additional 22
accumulated vacation days-i.e., a total of 37 accumulated
vacation days-at a rate of $920 per day. He asserted a cause
of action alleging breach of contract and sought damages in
the principal sum of $20, 240 ($920 x 22 days).
school district moved pursuant to CPLR 3211(a) to dismiss the
complaint on the ground that paragraph 8(b) of the contract
unambiguously states that the plaintiff may accumulate no
more than 15 paid vacation days. The Supreme Court denied the
motion, and the school district appeals.
succeed on a motion to dismiss based upon documentary
evidence pursuant to CPLR 3211(a)(1), the documentary
evidence must utterly refute the plaintiff's factual
allegations, conclusively establishing a defense as a matter
of law" (Gould v Decolator, 121 A.D.3d 845,
847; see Goshen v Mutual Life Ins. Co. of N.Y., 98
N.Y.2d 314, 326; U.S. Mdse, Inc. v L & R Distribs,
Inc., 122 A.D.3d 613, 613-614). An unambiguous contract
provision may constitute documentary evidence warranting the
dismissal of the complaint pursuant to CPLR 3211(a)(1)
(see Madison Equities, LLC v Serbian Orthodox Cathedral
of St. Sava, 144 A.D.3d 431; U.S. Mdse, Inc. v L
& R Distribs, Inc., 122 A.D.3d at 614;
Fontanetta v John Doe 1, 73 A.D.3d 78, 84-85;
cf. Meyer v North Shore-Long Island Jewish Health Sys.,
Inc., 137 A.D.3d 878, 879; Fritsche v Carnival
Corp., 132 A.D.3d 805, 805).
[A] contract is to be construed in accordance with the
parties' intent, which is generally discerned from the
four corners of the document itself'" (River St.
Realty Corp. v N.R. Auto., Inc., 94 A.D.3d 848, 849,
quoting MHR Capital Partners LP v Presstek, Inc., 12
N.Y.3d 640, 645). Accordingly, when parties set down their
agreement in a clear, complete document, their writing should
be enforced according to its terms (see Vermont Teddy
Bear Co. v 538 Madison Realty Co., 1 N.Y.3d 470, 475;
Waterfront Joints, Inc. v Tarrytown Boat Club, Inc.,
119 A.D.3d 553, 554), and "a court should not read a
contract so as to render any term, phrase, or provision
meaningless or superfluous" (Givati v Air
Techniques, Inc., 104 A.D.3d 644, 645, citing, inter
alia, God's Battalion of Prayer Pentecostal Church,
Inc. v Miele Assoc., LLP, 6 N.Y.3d 371, 374).
in support of its motion pursuant to CPLR 3211(a) to dismiss
the complaint, the school district submitted the employment
contract between the parties. In pertinent part, the contract
provides that the plaintiff was entitled to a specified
number of paid vacation days each year, which accrued on a
monthly basis, and upon leaving employment with the school
district after three years of employment, the plaintiff would
be paid for a certain number of accumulated vacation days.
Pursuant to paragraph 8(b) of the contract, the plaintiff was
permitted to accumulate "up to a total of fifteen
(15)" vacation days. Thus, the contract places a 15-day
limit on the total number of vacation days that the plaintiff
a different provision of the contract places a limit on the
number of vacation days that the plaintiff could "carry
over" per year, by specifying, "[b]eginning in the
2006-2007 school year, the Superintendent shall be permitted
to carry over up to 5 vacation days per year." In
contrast to the 15-day limit set forth in paragraph 8(b), the
foregoing clause specifies a particular time frame in
defining the maximum number of vacation days that the
plaintiff could "carry over." This further supports
the interpretation that the 15-day limit set forth in
paragraph 8(b), which includes no reference to a particular
time frame, barred the plaintiff from accumulating more than
15 paid vacation days during the entire course of his
employment pursuant to the contract.
contrary to the plaintiff's contention, his allegation
that he is entitled to be paid for a total of 37 vacation
days is utterly refuted by the unambiguous terms of the
contract (see Madison Equities, LLC v Serbian Orthodox
Cathedral of St. Sava, 144 A.D.3d 431; McMahan v
McMahan, 131 A.D.3d 593, 594; 150 Broadway N.Y.
Assoc. v Bodner, 14 A.D.3d 1, 6; cf. Goshen v Mutual
Life Ins. Co. of N.Y., 98 N.Y.2d at 326-327; Raach v
SLSJET Mgt. Corp., 134 A.D.3d 792, 794).
the Supreme Court should have granted that branch of the
defendant's motion which was pursuant to CPLR 3211(a)(1)
to dismiss the complaint.
light of our determination, we need not address the
defendant's remaining contention regarding whether the
complaint is also ...