Citizens Cent. Bank, a Div. of Cent. Trust Co. v. Fisher
| Decision Date | 23 January 1987 |
| Parties | CITIZENS CENTRAL BANK, A DIVISION OF CENTRAL TRUST COMPANY, Respondent, v. Jean FISHER, Appellant. |
| Court | New York Supreme Court — Appellate Division |
Branch, Turner & Wise by Charles Turner, Rochester, for appellant.
Woods, Oviatt, Gilman, Sturman & Clarke by Paul Groschadl, Rochester, for respondent.
Before DOERR, J.P., and DENMAN, GREEN, PINE and BALIO, JJ.
On the eve of trial, plaintiff brought a motion to strike defendant's demand for a jury trial. Finding that all of defendant's defenses were equitable in nature, the court granted the motion. Insofar as the order denied the request for a jury trial on the first affirmative defense, the court erred.
Defendant and her son operate a family farm. The lawsuit arises out of a promissory note and guarantee which were executed by defendant in contemplation of a larger, underlying loan to defendant's son. Plaintiff later withdrew its commitment on the larger loan and now seeks to enforce the note and guarantee. Defendant asserted several defense including one of contract construction, specifically that her obligations were contingent upon plaintiff's continued willingness to grant the underlying loan.
It is well settled that a contract clear on its face involves only a question of law, and such a construction is a matter for the court (West, Weir and Bartel Inc. v. Mary Carter Paint Co., 25 N.Y.2d 535, 307 N.Y.S.2d 449, 255 N.E.2d 709, mod. 26 N.Y.2d 969, 311 N.Y.S.2d 13, 259 N.E.2d 483). However, where the meaning of the words is ambiguous or the sense in which the words are used or what the promisee reasonably believed the words to mean is ambiguous, there is a question for a jury "as, for example, where the obligation grew out of many letters between the parties permitting different inferences and as to which fair-minded and reasonable individuals might differ" (22 N.Y.Jur.2d, Contracts, § 189, pp 24-25). Thus, defendant argues, the words of the letter upon which she relied are such that a reasonable person in her position would have understood them to mean something different from what plaintiff asserts they mean. Under the circumstances, the first affirmative defense asserted by defendant is legal, not equitable. We emphasize that our determination of this appeal deals only with the narrow question of defendant's entitlement to a jury trial on her first affirmative defense. We thus have no occasion to pass upon the...
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