Millerton Agway Co-op., Inc. v. Briarcliff Farms, Inc.

CourtNew York Court of Appeals
Writing for the CourtDESMOND
Citation17 N.Y.2d 57,268 N.Y.S.2d 18,215 N.E.2d 341
Parties, 215 N.E.2d 341 MILLERTON AGWAY COOPERATIVE, INC., Respondent, v. BRIARCLIFF FARMS, INC., Defendant, and Edward G. Brown et al., Appellants.
Decision Date24 February 1966

Page 18

268 N.Y.S.2d 18
17 N.Y.2d 57, 215 N.E.2d 341
MILLERTON AGWAY COOPERATIVE, INC., Respondent,
v.
BRIARCLIFF FARMS, INC., Defendant, and Edward G. Brown et
al., Appellants.
Court of Appeals of New York.
Feb. 24, 1966.

Page 19

[215 N.E.2d 342] Milton Pollack, New York City, for Anthony D. Duke and Angier B. Duke, appellants.

[17 N.Y.2d 58] James B. Kilsheimer, III, and Dermot G. Foley, New York City, for Peter D. Murray, appellant.

Thomas I. Sheridan, Jr., New York City, for Thomas E. Murray, Jr., appellant.

Glazer & Pollack, New York City, for Edward G. Brown, appellant.

[17 N.Y.2d 59] Harry Litwin, Harold Greenwald, New York City, and Adrian P. Driggs, Syracuse, for respondent.

Page 20

DESMOND, Chief Judge.

Plaintiff corporation is in the business of selling cattle feed, farm supplies, etc. The corporate defendant Briarcliff Farms, Inc. (not a party to this appeal) raises beef cattle on several farms and beginning in 1962 was one of plaintiff's customers. Appellants together own a majority of Briarcliff's shares and are a majority of its board of directors. Appellant Brown is its president and appellant Peter D. Murray, an attorney, is its secretary and treasurer.

The Appellate Division, reversing Special Term, has granted plaintiff partial summary judgment against the individual defendants for the total of the following amounts, all with interest: on the first cause of action for $283,818.05, and on the second count for $443,828.93, representing amounts due on Briarcliff's promissory notes given for merchandise sold by plaintiff to Briarcliff and other good considerations payment of which appellants had individually guaranteed; and for the third cause of action for $15,000 because of nonpayment of another Briarcliff note similarly guaranteed. These defendants opposed the granting of summary judgment, swearing (in a form and at a [17 N.Y.2d 60] time hereafter explained) that their $1,000,000 guarantee sued upon in this action had been fraudulently induced by plaintiff through false oral representations that plaintiff would, in addition to about $100,000 already owed by Briarcliff when the guarantees were executed, supply to Briarcliff on credit and on open account additional animal feed to a total amount of $1,000,000, the top limit of the guarantee, and would not enforce payment thereof until the total guaranteed indebtedness of Briarcliff should reach $1,000,000, all in consideration of the increase to this new $1,000,000 limit of an earlier outstanding guarantee given by appellants to plaintiff in the amount of $400,000.

Appellants' appeal from the granting of summary judgment (a counterclaim and an item as to attorney's fees were reserved for trial) stands solely on their sworn assertion that, as an inducement and consideration for the increase in the guarantees, plaintiff promised additional credit and forbearance but never intended to keep those [215 N.E.2d 343] promises. Special Term, after first granting summary judgment prayed for by plaintiff, ordered reargument when presented with an affidavit by appellants Brown and Peter D. Murray which contained an assertion not previously made in appellants' answer or previously served affidavits as to plaintiff's fraudulent oral inducement of the guarantee. After reargument at Special Term the motion was denied, appellants were permitted to amend their answers and plaintiff was granted leave to renew its application for summary judgment after such amendment. Plaintiff then appealed to the Appellate Division.

Page 21

The Appellate Division unanimously reversed and granted the summary judgment. The court's decision recited various facts, including the fact that the written agreements of guarantee were unconditional and said nothing as to the alleged representation. The court commented that 'In view of the size of the...

To continue reading

Request your trial
240 practice notes
  • Deutsche Bank Nat'l Trust Co. v. Bills, No. 1027–09.
    • United States
    • United States State Supreme Court (New York)
    • October 15, 2012
    ...which should only be employed when there is no doubt as to the absence of triable issues (Millerton Agway Co-op. v. Briarcliff Farms, 17 N.Y.2d 57, 268 N.Y.S.2d 18, 215 N.E.2d 341)” (Andre v. Pomeroy, 35 N.Y.2d 361, 364, 362 N.Y.S.2d 131, 133, 320 N.E.2d 853, 854). In order for a party to b......
  • Joint Venture Asset Acquisition v. Zellner, No. 87 Civ. 6102 (RWS)
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • December 4, 1992
    ...for recovery on the promissory note. 125 A.D.2d at 462, 509 N.Y.S.2d 569. See also, Millerton Agway Coop., Inc. v. Briarcliff Farms, Inc., 17 N.Y.2d 57, 61, 268 N.Y.S.2d 18, 21 (1966) (parol evidence of fraudulent misrepresentation is admissible to avoid agreement induced by such fraud); Pa......
  • Stukas v. Streiter
    • United States
    • New York Supreme Court Appellate Division
    • March 8, 2011
    ...which should only be employed when there is no doubt as to the absence of triable issues ( see Millerton Agway Coop. v. Briarcliff Farms, 17 N.Y.2d 57, 268 N.Y.S.2d 18, 215 N.E.2d 341). Generally, the elements of a cause of action sounding in negligence are: (1) the existence of a duty on t......
  • Carlock v. Pillsbury Co., Civ. No. 4-87-517
    • United States
    • United States District Courts. 8th Circuit. United States District Court of Minnesota
    • August 9, 1989
    ...representations by one party to induce another to enter a written contract. Millerton Agway Cooperative, Inc. v. Briarcliff Farms, Inc., 17 N.Y.2d 57, 215 N.E.2d 341, 268 N.Y.S.2d 18 (1966). Parol evidence is also admissible to shed light on ambiguous terms in the contract. Morris v. Morris......
  • Request a trial to view additional results
240 cases
  • Deutsche Bank Nat'l Trust Co. v. Bills, No. 1027–09.
    • United States
    • United States State Supreme Court (New York)
    • October 15, 2012
    ...which should only be employed when there is no doubt as to the absence of triable issues (Millerton Agway Co-op. v. Briarcliff Farms, 17 N.Y.2d 57, 268 N.Y.S.2d 18, 215 N.E.2d 341)” (Andre v. Pomeroy, 35 N.Y.2d 361, 364, 362 N.Y.S.2d 131, 133, 320 N.E.2d 853, 854). In order for a party to b......
  • Joint Venture Asset Acquisition v. Zellner, No. 87 Civ. 6102 (RWS)
    • United States
    • United States District Courts. 2nd Circuit. United States District Courts. 2nd Circuit. Southern District of New York
    • December 4, 1992
    ...for recovery on the promissory note. 125 A.D.2d at 462, 509 N.Y.S.2d 569. See also, Millerton Agway Coop., Inc. v. Briarcliff Farms, Inc., 17 N.Y.2d 57, 61, 268 N.Y.S.2d 18, 21 (1966) (parol evidence of fraudulent misrepresentation is admissible to avoid agreement induced by such fraud); Pa......
  • Stukas v. Streiter
    • United States
    • New York Supreme Court Appellate Division
    • March 8, 2011
    ...which should only be employed when there is no doubt as to the absence of triable issues ( see Millerton Agway Coop. v. Briarcliff Farms, 17 N.Y.2d 57, 268 N.Y.S.2d 18, 215 N.E.2d 341). Generally, the elements of a cause of action sounding in negligence are: (1) the existence of a duty on t......
  • Carlock v. Pillsbury Co., Civ. No. 4-87-517
    • United States
    • United States District Courts. 8th Circuit. United States District Court of Minnesota
    • August 9, 1989
    ...representations by one party to induce another to enter a written contract. Millerton Agway Cooperative, Inc. v. Briarcliff Farms, Inc., 17 N.Y.2d 57, 215 N.E.2d 341, 268 N.Y.S.2d 18 (1966). Parol evidence is also admissible to shed light on ambiguous terms in the contract. Morris v. Morris......
  • Request a trial to view additional results

VLEX uses login cookies to provide you with a better browsing experience. If you click on 'Accept' or continue browsing this site we consider that you accept our cookie policy. ACCEPT