Opinion
2015-2238 N C NO.
06-15-2017
Sea Breeze Dispensers, Inc., Appellant, v. New Star Caterers of Nassau County, Inc., Doing Business as New Star Caterers of Rockville and Abraham Fuchs, Respondents.
Meyers, Saxon & Cole, Esqs. (M. Omar Chaudhry, Esq.), for appellant. Stein, Farkas & Schwartz, LLP (Jeffrey M. Schwartz, Esq.), for respondents.
PRESENT: :
Meyers, Saxon & Cole, Esqs. (M. Omar Chaudhry, Esq.), for appellant.
Stein, Farkas & Schwartz, LLP (Jeffrey M. Schwartz, Esq.), for respondents.
Appeal from an order of the District Court of Nassau County, First District (Ignatius L. Muscarella, J.), dated August 6, 2015. The order, insofar as appealed from, granted the branch of defendants' motion seeking summary judgment dismissing the complaint.
ORDERED that the order, insofar as appealed from, is affirmed, without costs.
Plaintiff commenced this action to recover the principal sum of $12,281.36, representing $9,825.09 allegedly due under an equipment rental agreement, plus $2,456.27 in attorney's fees, from the defendant corporation, and from the individual defendant based on a personal guaranty. After issue had been joined, defendants moved for summary judgment dismissing the complaint and sought the imposition of sanctions. In a supporting affidavit, defendant Abraham Fuchs identified himself as president of the corporate defendant, New Star Caterers of Nassau County, Inc. (New Star), and stated that the parties had entered into a written agreement under which they had agreed to settle for $1,000 a financial dispute in which plaintiff had claimed that New Star owed plaintiff $9,825.09. Fuchs stated that the full amount of $1,000 had been paid to plaintiff, and annexed to the motion papers were copies of checks in the total sum of $1,000 as proof of payment.
In an affidavit in opposition to defendants' motion, Bill Schiffman, plaintiff's employee, stated that the settlement agreement offered by defendants pertained to the rental agreement between plaintiff and New Star at its Brooklyn location and not to the rental agreement at issue in this case, which was between plaintiff and New Star at its Rockville Centre location. He further stated that there was additional language contained in the settlement agreement which had been inserted by someone other than a representative of plaintiff, and that his initials alongside the additional language in the agreement, which purportedly indicated his assent thereto, had been "forged."
In an order dated August 6, 2015, the District Court granted the branch of defendants' motion seeking summary judgment dismissing the complaint, finding that plaintiff had failed to raise a triable issue of fact, and denied the branch of defendants' motion seeking the imposition of sanctions. Plaintiff appeals from so much of the order as granted defendants summary judgment dismissing the complaint.
Since the settlement agreement is a contract, its meaning must be discerned under principles of contract interpretation. "The fundamental, neutral precept of contract interpretation is that agreements are construed in accord with the parties' intent" (Greenfield v Philles Records, 98 NY2d 562, 569 [2002]; see Dysal, Inc. v Hub Props. Trust, 92 AD3d 826, 827 [2012]; Maser Consulting, P.A. v Viola Park Realty, LLC, 91 AD3d 836, 836 [2012]; Staples the Off. Superstore E., Inc. v Flushing Town Ctr. III, L.P., 90 AD3d 638, 639 [2011]). Thus, "a written agreement that is complete, clear and subject to only one reasonable interpretation must be enforced according to the plain meaning of the language chosen by the contracting parties" (Brad H. v City of New York, 17 NY3d 180, 185 [2011]; see Greenfield v Philles Records, 98 NY2d at 569; Albert Jacobs, LLP v Parker, 94 AD3d 919, 920 [2012]; Scotto v Georgoulis, 89 AD3d 717, 718-719 [2011]; Ross v Sherman, 57 AD3d 758 [2008]). If a court finds that the language of a contract was written so imperfectly that it is susceptible of more than one reasonable interpretation, the contract will be considered ambiguous (see Brad H. v City of New York, 17 NY3d at 186) and extrinsic evidence may be considered to discern its meaning (see Greenfield v Philles Records, 98 NY2d 562; see also Brad H. v City of New York, 17 NY3d at 185-186; W.W.W. Assoc. v Giancontieri, 77 NY2d 157 [1990]).
In their motion papers, both plaintiff and defendants presented the same version of the signed settlement agreement, which included the additional language which, Schiffman alleges, he had not consented to, his allegedly forged initials alongside the additional language, as well as his full signature which appears at the bottom of the document. Plaintiff, however, did not offer a version of the signed agreement which omitted the additional disputed language and his initials; nor did Schiffman contend that his full signature had been forged.
In any event, even discounting the words in the settlement agreement which plaintiff challenges, the agreement is nonetheless unambiguous and subject to only one reasonable interpretation. It is clear from the remaining language of the agreement, which neither party disputes, that the parties were operating under the assumption that there was only one business which had several locations, and that, upon clearance of the checks in the total sum of $1,000, such payment would be accepted by plaintiff "as full payment for all debts or liens of all locations of above business." We agree with the District Court's conclusion that consideration of the disputed additional language does nothing to change the undisputed terms of the agreement, and that such additional language is mere "surplusage" which, in any event, only reinforces defendants' position.
Accordingly, the order, insofar as appealed from, is affirmed.
Tolbert, J.P., Garguilo and Brands, JJ., concur. ENTER: Paul Kenny Chief Clerk Decision Date: June 15, 2017