Elbt Realty, LLC v. Mineola Garden City Co.

144 A.D.3d 1083

42 N.Y.S.3d 304

2016 N.Y. Slip Op. 08042

ELBT REALTY, LLC, respondent,

v.MINEOLA GARDEN CITY CO., LTD., appellant.

Supreme Court, Appellate Division, Second Department, New York.

Nov. 30, 2016.

White & Wolnerman, PLLC, New York, NY (Randolph E. White of counsel), for appellant.

Farrell Fritz, P.C., Uniondale, NY (Kevin P. Mulry of counsel), for respondent.

CHERYL E. CHAMBERS, J.P., LEONARD B. AUSTIN, SANDRA L. SGROI, and JEFFREY A. COHEN, JJ.

In an action, inter alia, to recover damages for breach of contract, the defendant appeals from so much of an order of the Supreme Court, Nassau County (Driscoll, J.), entered August 5, 2014, as granted the plaintiff's motion for summary judgment on the complaint and pursuant to CPLR 3211(a)(1) to dismiss its counterclaims.

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

The plaintiff (hereinafter the purchaser) and the defendant (hereinafter the seller) entered into a contract for the sale of a commercial building. In connection with the contract, the purchaser made a down payment in the amount of $120,000, which was held in escrow by the seller's attorney. Section 3.01 of the contract provided that if the purchaser “in its sole discretion, determinates that the Project is, for any reason whatsoever, unsatisfactory to Purchaser,” purchaser had the right, upon written notice within a specific time frame, to terminate the contract and would be entitled to return of the down payment.

Approximately one month after signing the contract, the purchaser's attorney wrote a letter to the seller's attorney, exercising its right to terminate the agreement pursuant to section 3.01 of the contract, and demanding return of the down payment. The seller refused the purchaser's demand for return of the down payment, and the purchaser commenced this action seeking return of the down payment. The seller asserted counterclaims seeking to retain the down payment. The purchaser subsequently moved for summary judgment on the complaint and pursuant to CPLR 3211(a)(1) to dismiss the seller's counterclaims. The Supreme Court, inter alia, granted the purchaser's motion and directed the return of the down payment to it. The seller appeals.

“In cases of contract interpretation, it is well settled that when parties set down their agreement in a clear, complete document, their writing should ... be enforced according to its terms. This principle is particularly important in the context of real property transactions, where commercial certainty is a paramount concern, and where ... the instrument was negotiated between sophisticated, counseled business people negotiating at arm's length” (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 [internal quotation marks omitted] ). “Where such an agreement is clear and unambiguous on its face, the parties' intent must be construed from the four corners of the agreement, and not from extrinsic evidence” (Cleva v. Cleva, 139 A.D.3d 785, 786, 31 N.Y.S.3d 551 [internal quotation marks omitted] ).

Here, the Supreme Court properly concluded that the language of section 3.01, which provided that the purchaser could terminate the contract in “its sole discretion” and for “any reason whatsoever,” means what it says: that the purchaser had the sole discretion to terminate the contract if it found the project to be...