Red-Kap Sales, Inc. v. Northern Lights Energy Prods., Inc.

• Decision Date: 12 April 2012
• Citation: 942 N.Y.S.2d 283,94 A.D.3d 1281,2012 N.Y. Slip Op. 02744
• Parties: RED–KAP SALES, INC., Appellant, v. NORTHERN LIGHTS ENERGY PRODUCTS, INC., Defendant,andTerry D. Young, Respondent.
• Court: New York Supreme Court — Appellate Division

2012 N.Y. Slip Op. 02744
94 A.D.3d 1281
942 N.Y.S.2d 283

RED–KAP SALES, INC., Appellant,
v.
NORTHERN LIGHTS ENERGY PRODUCTS, INC., Defendant,andTerry D. Young, Respondent.

Supreme Court, Appellate Division, Third Department, New York.

April 12, 2012.

[942 N.Y.S.2d 283]

Pozefsky, Bramley & Murphy, Albany (Anthony Murphy of counsel), for appellant.

Harris Beach, P.L.L.C., Syracuse (Lauren H. Seiter of counsel), for respondent.

Before: PETERS, P.J., ROSE, LAHTINEN, STEIN and GARRY, JJ.

[942 N.Y.S.2d 284]

PETERS, P.J.

[94 A.D.3d 1281] Appeal from an order of the Supreme Court (Drago, J.), entered January 13, 2011 in Schenectady County, which denied plaintiff's motion for summary judgment.

In December 2005, plaintiff and defendant Northern Lights Energy Products, Inc. entered into an agreement pursuant to which plaintiff would be the exclusive provider of gasoline to Northern Lights. Defendant Terry D. Young, the president and part owner of Northern Lights, signed the supply agreement and loan agreement on behalf of Northern Lights and, at that time, was also asked to sign a document entitled “Guaranty of Payment of Loan Agreement.” In April 2009, after Northern Lights ceased operations, plaintiff commenced this action against Northern Lights for, among other things, breach of the loan agreement and against Young individually based upon the guaranty agreement. After judgment was entered against Northern Lights, plaintiff moved for summary judgment on its claim against Young individually. Finding the guaranty agreement to be ambiguous, Supreme Court denied the motion. Plaintiff appeals.

It is for the court to determine as a matter of law whether a written agreement is ambiguous by looking within the four [94 A.D.3d 1282] corners of the document and the circumstances under which it was executed, and only if an ambiguity exists may extrinsic evidence be considered ( see Kass v. Kass, 91 N.Y.2d 554, 566, 673 N.Y.S.2d 350, 696 N.E.2d 174 [1998]; W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157, 162, 565 N.Y.S.2d 440, 566 N.E.2d 639 [1990]; Ermiger v. Black, 36 A.D.3d 1053, 1054, 827 N.Y.S.2d 764 [2007]; Stuyvesant Plaza v. Emizack, LLC, 307 A.D.2d 640, 640, 763 N.Y.S.2d 146 [2003] ). An agreement “is unambiguous if the language it uses has ‘a definite and precise meaning, unattended by danger of misconception in the purport of the [agreement] itself, and concerning which there is no reasonable basis for a difference of opinion’ ” ( Greenfield v. Philles Records, 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002], quoting Breed v. Insurance Co. of N. Am., 46 N.Y.2d 351, 355, 413 N.Y.S.2d 352, 385 N.E.2d 1280 [1978]; see Williams v. Village of Endicott, 91 A.D.3d 1160, 1162, 936 N.Y.S.2d 759 [2012] ).

The document at issue is not titled “Personal Guaranty,” but rather “Guaranty of Payment of Loan Agreement,” and there...