Summary
explaining that, under New York law, "if the language of [a written] agreement is free from ambiguity, its meaning may be determined as a matter of law on the basis of the writing alone without resort to extrinsic evidence"
Summary of this case from In re Lehman Bros. Holdings Inc.Opinion
June 17, 1996
Appeal from the Supreme Court, Westchester County (Shapiro, J.).
Ordered that the judgment is affirmed, with costs.
On October 2, 1990, the plaintiff, a real estate agent, and the defendant The Saunders Company, a real estate brokerage firm, entered into an independent contractor agreement. Pursuant to the terms of the agreement, the commissions earned by the plaintiff were to be divided equally between the plaintiff and the defendant The Saunders Company. Paragraph 17 of the agreement provided that "[o]n termination of the Sales Associate's relationship with Broker, Sales Associate shall be paid his or her share of commissions, as above, or all transactions completed prior to termination". On July 11, 1991, the plaintiff resigned. Thereafter, the plaintiff commenced this action seeking to recover his share of commissions on three leases executed after his termination.
The interpretation of a written agreement is within the province of the court and, if the language of the agreement is free from ambiguity, its meaning may be determined as a matter of law on the basis of the writing alone without resort to extrinsic evidence (see, Chimart Assocs. v. Paul, 66 N.Y.2d 570, 572-573; Mallad Constr. Corp. v. County Fed. Sav. Loan Assn., 32 N.Y.2d 285; Weiner v. Anesthesia Assocs., 203 A.D.2d 454). Generally, the contract is to be interpreted so as to give effect to the intention of the parties as expressed in the unequivocal language employed (see, Matter of Wallace v. 600 Partners Co., 86 N.Y.2d 543, 548; Breed v. Insurance Co., 46 N.Y.2d 351, 355). However, in the absence of a claim for reformation, courts may as a matter of interpretation carry out the intentions of the parties by transposing, rejecting, or supplying words to make the meaning of the contract more clear (see, Matter of Wallace v. 600 Partners Co., supra, at 547; Castellano v. State of New York, 43 N.Y.2d 909, 911; Reape v. New York News, 122 A.D.2d 29, 30). Such an approach is appropriate only in those limited circumstances where some absurdity has been identified or the contract would otherwise be unenforceable (see, Matter of Wallace v. 600 Partners Co., supra, at 547-548).
Here, paragraph 17 of the contract, as written, makes no sense. In order to carry out the intentions of the parties, the word "on" should be substituted for the word "or" as it appears the second time in paragraph 17 of the contract. By making this substitution, a sale's associate would be entitled to payment of his or her share of commissions "on all transactions completed prior to termination". Such an interpretation is the only logical reading of paragraph 17 of the contract. Thus, under the terms of the contract, the plaintiff is not entitled to any share of the commissions on transactions completed subsequent to his termination. Balletta, J.P., Rosenblatt, Thompson and Copertino, JJ., concur.