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To succeed on a motion to dismiss pursuant to CPLR 3211(a)(1), the documentary evidence that forms the basis of the defense must be such that it resolves all factual issues as a matter of law, and conclusively disposes of the plaintiff's claim. A written agreement that is complete, clear, and unambiguous on its face must be enforced 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. The parol evidence rule generally operates to preclude evidence of a prior or contemporaneous communication during negotiations of an agreement that contradicts, varies, or explains a written agreement which is clear and unambiguous in its terms and expresses the parties' entire agreement and intentions. Where there is no merger clause, the court must examine the surrounding circumstances and the writing itself to determine whether the agreement constitutes a complete, integrated instrument.
In December 2011, the plaintiff contacted the defendant to see if the defendant would be interested in forming a joint venture for the purpose of responding to requests for proposals from the New York City Economic Development Corporation (“EDC”). Thereafter, the parties entered into a written retainer agreement, setting forth the terms of their relationship and compensation to be paid to the plaintiff. The plaintiff alleged that, notwithstanding the written retainer agreement, it had earlier entered into a separate oral agreement with the defendant for a joint venture wherein the equity would be split 75%/25% in favor of the defendant. The plaintiff commenced the present action, asserting that the defendant breached that oral contract. According to the plaintiff, after the defendant used the plaintiff to win a bid to purchase and develop an EDC property and ultimately sold the development rights to that property in a multimillion-dollar deal, the defendant failed to honor the terms of the oral joint venture agreement. The defendant filed a motion to dismiss the complaint, which the Supreme Court, Kings County, dismissed. The defendant appealed.
Was it proper to dismiss defendant’s motion, notwithstanding the existence of the written agreement?
The court noted that a written agreement that was complete, clear, and unambiguous on its face must be enforced 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. Where, as here, there was no merger itself to determine whether the agreement constituted a complete, integrated instrument. In this case, a reading of both the written retainer agreement and a consideration of the surrounding circumstances led to the conclusion that the written retainer agreement was a complete instrument, and thus, evidence of what may have been agreed orally between the parties prior to the execution of the integrated written instrument cannot be received to vary the terms of the writing. The written retainer agreement did not limit its application to any particular project or property, or carve out any exceptions to the plaintiff's full-time dedication to the purpose of the agreement. The written retainer agreement also set forth different commission structures for work performed by the plaintiff in facilitating the defendant's acquisition and development of certain specified properties in Harlem, as well as the acquisition and development of properties other than the specified Harlem properties. Additionally, the written retainer agreement provided for the reimbursement of all expenses incurred by the plaintiff in connection with any work performed by the plaintiff on the defendant's behalf. As such, the plaintiff was at no risk of suffering any losses. Accordingly, the order was reversed, and the motion to dismiss was granted.