Goldman v. White Plains Center

• Decision Date: 16 October 2008
• Docket Number: No. 140,140
• Parties: Lorraine GOLDMAN, Appellant, v. WHITE PLAINS CENTER FOR NURSING CARE, LLC, et al., Respondents.
• Court: New York Court of Appeals Court of Appeals

896 N.E.2d 662

11 N.Y.3d 173

Lorraine GOLDMAN, Appellant, v. WHITE PLAINS CENTER FOR NURSING CARE, LLC, et al., Respondents.

No. 140

Court of Appeals of New York.

October 16, 2008.

Law Offices of Annette G. Hasapidis, South Salem (Annette G. Hasapidis of counsel), and Samuel J. Landau, New York City, for appellant.

Abrams, Fensterman, Fensterman, Eisman, Greenberg, Formato & Einiger, LLP, Lake Success (Sarah C. Lichtenstein of counsel), for respondents.

OPINION OF THE COURT

GRAFFEO, J.

In this case we must decide whether the expiration of a two-year employment contract gives rise to successive one-year implied contracts when the employee continues working for the employer without a new agreement. Based on the language of the contract before us, we conclude that plaintiff became an at-will employee at the end of the two-year period.

Plaintiff Lorraine Goldman entered into a written employment agreement to become the administrative director of two skilled nursing facilities for a two-year period commencing on April 1, 1990. The contract specified that the parties would "enter into good faith negotiations ... with respect to renewal of th[e] Agreement on mutually agreeable terms" no less than nine months before the contract was due to expire. The agreement could be terminated by the mutual consent of the parties or "[b]y either party giving notice to the other at least six (6) months prior to the end of the Employment Period of its intention not to renew this Agreement." At expiration of the contract or termination of employment, the employer would "be released of any responsibility or obligation hereunder, except for payment of salary and benefits accrued to the effective date of such expiration or termination." Finally, the contract represented the "entire Agreement and understanding" of the parties and could "not be changed, modified or amended, except by a writing signed by" plaintiff and the employer.

During the course of the two-year term, plaintiff and her employer did not discuss renewal of the agreement and neither sent a notice of termination. After the contract expired on March 31, 1992, plaintiff continued to serve as administrative director and received annual salary adjustments until the facilities were purchased by defendants White Plains Center for Nursing Care, LLC and NMC Acquisition, LLC (collectively White Plains Center) in October 2004. In conjunction with that transaction, White Plains Center executed an assignment and assumption of contracts, which listed plaintiff's 1990 employment contract among the documents provided to the purchasers. Three months later, White Plains Center terminated plaintiff's employment.

Plaintiff initiated this breach of contract action, seeking summary judgment and money damages against White Plains Center.¹ Supreme Court granted plaintiff's motion, ruling that her continued employment following the expiration of the original two-year agreement gave rise to a presumption that the parties intended to renew the contract for successive one-year terms (2006 WL 5376802, 2006 N.Y. Slip Op. 30264[U]). The Appellate Division disagreed, concluding that the application of an implied contractual arrangement after expiration of the two-year term was inconsistent with the express language of the original employment agreement (43 A.D.3d 251, 840 N.Y.S.2d 788 [2007]). We now affirm.

A fundamental tenet of contract law is that agreements are construed in accordance with the intent of the parties and the best evidence of the parties' intent is what they express in their written contract (see e.g. Innophos, Inc. v. Rhodia, S.A., 10 N.Y.3d 25, 29, 852 N.Y.S.2d 820, 882 N.E.2d 389 [2008]). "Thus, a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms," without reference to extrinsic materials outside the four corners of the document (Greenfield v. Philles Records, 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002]).

Here, the agreement included a provision requiring the parties to negotiate a renewal of the employment arrangement before the contract was set to expire. The contract also specified that its terms would end when a party stated its "intention not to renew" the employment arrangement "at least six (6) months prior to the end of the Employment Period,"² or when the parties failed to reach an agreement extending the term of employment. If the agreement was allowed to expire at the conclusion of the two-year term, the contract provided that the employer would have no further obligations to plaintiff other than compensating her for accrued salary and benefits. The parties also made clear that the language of the contract reflected their entire understanding and that the terms of the agreement could be modified only in a written instrument signed by both plaintiff and her employer. These provisions unambiguously indicate that the parties understood that the employment contract would end at the conclusion of the two-year period unless an extension was agreed upon.

Plaintiff nevertheless maintains that a one-year implied contract on the same terms as set forth in the original agreement was created each year that her employment continued after the expiration of the written contract. Aside from the fact that this position is contrary to the renewal provisions of the agreement, this contention conflicts with the well-established rule that, "absent an agreement...