Opinion
2013-06-19
WIDER CONSOLIDATED, INC., respondent, v. TONY MELILLO, LLC, et al., appellants.
Tedd Blecher, New York, N.Y., for appellants. Ralph A. Hummel, Woodbury, N.Y., for respondent.
Tedd Blecher, New York, N.Y., for appellants. Ralph A. Hummel, Woodbury, N.Y., for respondent.
PETER B. SKELOS, J.P., DANIEL D. ANGIOLILLO, SHERI S. ROMAN, and SYLVIA HINDS–RADIX, JJ.
In an action, inter alia, to recover on an account stated and to recover damages for breach of a personal guaranty, the defendants appeal, as limited by their brief, from so much of an order of the Supreme Court, Queens County (Taylor, J.), dated January 26, 2012, as denied that branch of their cross motion which was for summary judgment dismissing the fifth cause of action in the amended complaint.
ORDERED that the order is affirmed insofar as appealed from, with costs.
The plaintiff commenced this action, inter alia, to recover on an account stated and to recover damages for breach of a personal guaranty allegedly executed by the defendant Tony Melillo, the managing member of the defendant Tony Melillo, LLC. The Supreme Court denied that branch of the defendants' cross motion which was for summary judgment dismissing the fifth cause of action, which was to recover on the personal guaranty.
A written agreement that is complete, clear, and unambiguous on its face must be enforced so as to give effect to the meaning of its terms and the reasonable expectations of the parties, and the court should determine the intent of the parties from within the four corners of the contract without looking to extrinsic evidence to create ambiguities ( see South Rd. Assoc., LLC v. International Bus. Machs. Corp., 4 N.Y.3d 272, 277, 793 N.Y.S.2d 835, 826 N.E.2d 806;W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157, 162, 565 N.Y.S.2d 440, 566 N.E.2d 639;Kimso Apts., LLC v. Gandhi, 104 A.D.3d 742, 961 N.Y.S.2d 242;Red–Kap Sales, Inc. v. Northern Lights Energy Prods., Inc., 94 A.D.3d 1281, 1281–1282, 942 N.Y.S.2d 283;Belle Harbor Wash. Hotel, Inc. v. Jefferson Omega Corp., 17 A.D.3d 612, 612, 795 N.Y.S.2d 597). An agreement “is unambiguous if the language it uses has ‘a definite and precise meaning, unattended by danger of misconception in the purport of the [agreement] itself, and concerning which there is no reasonable basis for a difference of opinion’ ” ( Computer Assoc. Intl., Inc. v. U.S. Balloon Mfg. Co., Inc., 10 A.D.3d 699, 699, 782 N.Y.S.2d 117, quoting Breed v. Insurance Co. of N. Am., 46 N.Y.2d 351, 355, 413 N.Y.S.2d 352, 385 N.E.2d 1280;see Belle Harbor Wash. Hotel, Inc. v. Jefferson Omega Corp., 17 A.D.3d at 612, 795 N.Y.S.2d 597).
Furthermore, “[a] guaranty is a contract, and in interpreting it we look first to the words the parties used” ( Louis Dreyfus Energy Corp. v. MG Ref. & Mktg., Inc., 2 N.Y.3d 495, 500, 780 N.Y.S.2d 110, 812 N.E.2d 936;see G3–Purves St., LLC v. Thomson Purves, LLC, 101 A.D.3d 37, 40, 953 N.Y.S.2d 109). “A guaranty must be construed ‘in the strictest manner’ ” ( Arlona Ltd. Partnership v. 8th of Jan. Corp., 50 A.D.3d 933, 933, 857 N.Y.S.2d 208, quoting White Rose Food v. Saleh, 99 N.Y.2d 589, 591, 758 N.Y.S.2d 253, 788 N.E.2d 602), and a guarantor should be bound to the express terms of the written guaranty ( see 665–75 Eleventh Ave. Realty Corp. v. Schlanger, 265 A.D.2d 270, 271, 697 N.Y.S.2d 270;Walker v. Roth, 90 A.D.2d 847, 456 N.Y.S.2d 95).
The document at issue, prepared by the plaintiff, is entitled “Personal Guaranty.” The “Guarantor” is defined as “Tony Melillo.” There is language in the body of the document indicating that the Guarantor is personally guaranteeing the payment and performance of the obligations of the “Importer.” The “Importer” is variously defined in the document as either “Tony Melillo, LLC,” or as “Tony Melillo.” Thus, there is an ambiguity in the document as to whose obligations Melillo was guaranteeing.
Inasmuch as the affidavits submitted on the cross motion contain conflicting accounts of the parties' intentions and understanding as to whose obligations Melillo was purporting to guarantee, the defendants failed to establish their prima facie entitlement to judgment as a matter of law dismissing the fifth cause of action. Thus, the Supreme Court properly denied that branch of their cross motion ( see Williams v. Village of Endicott, 91 A.D.3d 1160, 1163, 936 N.Y.S.2d 759;Shook v. Blue Stores Corp., 30 A.D.3d 811, 812–813, 817 N.Y.S.2d 190).