Goodale v. Cent. Suffolk Hosp.

210 A.D.3d 956

179 N.Y.S.3d 272

Jesse GOODALE III, et al., appellants,

v.CENTRAL SUFFOLK HOSPITAL, etc., et al., respondents.

2020–01938

Index No. 4030/13

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

Argued—October 11, 2022

November 23, 2022

Sinnreich Kosakoff & Messina, LLP, Central Islip, NY (John L. Ciarelli and Julianne M. Barlizo of counsel), for appellants.

Meyer, Suozzi, English & Klein, P.C., Garden City, NY (Paul F. Millus and Daniel B. Rinaldi of counsel), for respondents.

FRANCESCA E. CONNOLLY, J.P., ANGELA G. IANNACCI, WILLIAM G. FORD, HELEN VOUTSINAS, JJ.

DECISION & ORDER

In an action to rescind a pledge agreement and to recover damages for breach of contract and fraudulent inducement, the plaintiffs appeal from an order of the Supreme Court, Suffolk County (Denise F. Molia, J.), dated August 5, 2019. The order granted the defendants’ motion for summary judgment dismissing the complaint.

ORDERED that the order is modified, on the law, by deleting the provision thereof granting that branch of the defendants’ motion which was for summary judgment dismissing the cause of action to recover damages for fraudulent inducement, and substituting therefor a provision denying that branch of the motion; as so modified, the order is affirmed, without costs or disbursements.

In 2008, the plaintiffs, Jesse R. Goodale III (hereinafter Jesse) and Donna R. Goodale, also known as Dhonna Goodale, agreed to donate $1,000,000 to the defendants for the renovation and expansion of the defendants’ emergency center. Jesse signed a pledge agreement for the donation. The plaintiffs subsequently commenced this action to rescind the pledge agreement and to recover damages for breach of contract and fraudulent inducement, alleging that the defendants had given the plaintiffs the naming rights for the emergency center, but had refused to name the emergency center in accordance with the plaintiffs’ wishes. The defendants moved for summary judgment dismissing the complaint, and the plaintiffs opposed the motion. The Supreme Court granted the motion in an order dated August 5, 2019, and the plaintiffs appeal.

"Extrinsic evidence of the parties’ intent may be considered only if the agreement is ambiguous, which is an issue of law for the courts to decide" ( Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 ; see Donohue v. Cuomo, 38 N.Y.3d 1, 13, 164 N.Y.S.3d 39, 184 N.E.3d 860 ). Such evidence "is not admissible to create an ambiguity in a written agreement which is complete and clear and unambiguous upon its face" ( W.W.W. Assoc., Inc. v. Giancontieri, 77 N.Y.2d 157, 163, 565 N.Y.S.2d 440, 566 N.E.2d 639 [internal quotation marks omitted]; see Donohue v. Cuomo, 38 N.Y.3d at 13, 164 N.Y.S.3d 39, 184 N.E.3d 860 ). A contract 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 (see Greenfield v. Philles Records, 98 N.Y.2d at 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 ; Donohue v. Cuomo, 38 N.Y.3d at 13, 164 N.Y.S.3d 39, 184 N.E.3d 860 ).

The defendants established their prima facie entitlement to judgment as a matter of law dismissing the cause of action to recover damages for breach of contract by submitting, among other things, a copy of the pledge agreement, which, as the Supreme Court determined, was clear and unambiguous, and did not grant the plaintiffs naming rights for the emergency center. In opposition, the plaintiffs failed to raise a triable issue of fact. Their various submissions, which constituted parol evidence, were inadmissible to determine the parties’ intent with regard to the pledge agreement (see W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d at 163, 565 N.Y.S.2d 440, 566 N.E.2d 639 ; Orlando v. County of Putnam, 208 A.D.3d 503, 504–505, 171 N.Y.S.3d 381 ). Thus, the court properly granted that branch of the defendants’ motion which was for summary judgment dismissing the cause of action to recover damages for breach of contract.

Further, the...