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W.W.W. Assocs. v. Giancontieri

Court of Appeals of New York

November 19, 1990, Argued ; December 27, 1990, Decided

No Number in Original

Opinion

 [*159]  [**640]  [***441]    OPINION OF THE COURT

 [****5]   In this action for specific performance of a contract to sell real property, the issue is whether an unambiguous reciprocal cancellation provision should be read in light of extrinsic evidence, as a contingency clause for the sole benefit of plaintiff purchaser, subject to its unilateral waiver. Applying  [*160]  the principle that ] clear, complete writings should generally be enforced according to their terms, we reject plaintiff's reading of the contract and dismiss its complaint.

Defendants, owners of a two-acre parcel in Suffolk County, on October 16, 1986 contracted for the sale of the property to plaintiff, a real estate investor and developer. The purchase price was fixed at $ 750,000 -- $ 25,000 payable on contract execution, $ 225,000 to be paid in cash on closing (to take place "on or about December 1, 1986"), and the $ 500,000 balance secured by a purchase-money mortgage payable two years later.

The parties signed a printed form Contract of Sale, supplemented by several of their own paragraphs. Two provisions of the contract have particular relevance to the present dispute -- a reciprocal cancellation provision (para 31) and a merger clause (para 19).  [****6]  Paragraph 31, one of the provisions the parties added to the contract form, reads: "The parties acknowledge that Sellers have been served with process instituting an action concerned with the real property which is the subject of this agreement. In the event the closing of title is delayed by reason of such litigation it is agreed that closing of title will in a like manner be adjourned until after the conclusion of such litigation provided, in the event such litigation is not concluded, by or before 6-1-87 either party shall have the right to cancel this contract whereupon the down payment shall be returned and there shall be no further rights hereunder." (Emphasis supplied.) Paragraph 19 is the form merger provision, reading: "All prior understandings and agreements between seller and purchaser are merged in this contract [and it] completely expresses  [**641]   [***442]  their full agreement. It has been entered into after full investigation, neither party relying upon any statements made by anyone else that are not set forth in this contract."

The Contract of Sale, in other paragraphs the parties added to the printed form, provided that the purchaser alone had the [****7]  unconditional right to cancel the contract within 10 days of signing (para 32), and that the purchaser alone had the option to cancel if, at closing, the seller was unable to deliver building permits for 50 senior citizen housing units (para 29).

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77 N.Y.2d 157 *; 566 N.E.2d 639 **; 565 N.Y.S.2d 440 ***; 1990 N.Y. LEXIS 4465 ****

W.W.W. Associates, Inc., Respondent, v. Frank Giancontieri et al., Appellants

Prior History:  [****1]   Appeal, by permission of the Court of Appeals, from an order of the Appellate Division of the Supreme Court in the Second Judicial Department, entered December 13, 1989, which (1) reversed, on the law, an order and judgment (one paper) of the Supreme Court (Paul J. Baisley, J.), entered in Suffolk County, granting a motion by defendants for summary judgment, and dismissing the complaint, (2) reinstated the complaint, (3) upon searching the record pursuant to CPLR 3212 (b), granted summary judgment to plaintiff against defendants directing specific performance of a contract for the sale of real property, and (4) remitted the matter to Supreme Court, Suffolk County, for entry of an appropriate judgment.

 W.W.W. Assocs. v Giancontieri, 152 AD2d 333, reversed.

Disposition: Order reversed, etc.

CORE TERMS

cancel, extrinsic evidence, parties, summary judgment, purchaser, seller, specific performance, ambiguity

Contracts Law, Contract Interpretation, General Overview, Civil Procedure, Jury Trials, Jurors, Misconduct, Parol Evidence, Defenses, Ambiguities & Mistakes, Ambiguities & Contra Proferentem, Evidence, Types of Evidence, Documentary Evidence, Parol Evidence, Summary Judgment, Entitlement as Matter of Law, Opposing Materials