Tomhannock, LLC v. Roustabout Res., LLC

• Decision Date: 25 June 2019
• Docket Number: No. 52,52
• Citation: 128 N.E.3d 674,104 N.Y.S.3d 596,33 N.Y.3d 1080
• Parties: TOMHANNOCK, LLC, Respondent, v. ROUSTABOUT RESOURCES, LLC, Appellant, et al., Defendants.
• Court: New York Court of Appeals Court of Appeals

33 N.Y.3d 1080

128 N.E.3d 674

104 N.Y.S.3d 596

TOMHANNOCK, LLC, Respondent,

v.ROUSTABOUT RESOURCES, LLC, Appellant, et al., Defendants.

No. 52

Court of Appeals of New York.

June 25, 2019

Gilchrist Tingley, P.C., Troy (Andrew W. Gilchrist and Jonathon B. Tingley of counsel), for appellant.

The Spain Law Firm, PLLC, Troy (Thomas D. Spain of counsel), for respondent.

OPINION OF THE COURT MEMORANDUM.

The Supreme Court order appealed from and the Appellate Division order brought up for review should be affirmed, with costs.

In 2002, plaintiff Tomhannock, LLC sold a parcel of land to a predecessor-in-title of defendant Roustabout Resources, LLC. As part of the sale, the parties entered into an Option Agreement which gave Tomhannock the option to demand reconveyance of a portion of the land in consideration for a reduction in the purchase price and payment of a portion of the property taxes for the duration of the Agreement. The Agreement states, in relevant part,

"[buyer] agrees that upon written demand made by Tomhannock on or before the tenth (10th) anniversary of the recording of Lot #2 Deed in the Office of the Rensselaer County Clerk, [buyer] will execute a bargain and sale deed with covenant against grantor's acts, conveying the Reconveyance Parcel to Tomhannock to [sic ] its designee."

Interpreting a contract "is the process of determining from the words and other objective manifestations of the parties what must be done or forborne by the respective parties in order to confirm to the terms of their agreements" ( Williston on Contracts § 30:1 ). "The best evidence of what parties to a written agreement intend is what they say in their writing" ( Slamow v. Del Col, 79 N.Y.2d 1016, 1018, 584 N.Y.S.2d 424, 594 N.E.2d 918 [1992] ). Under longstanding rules of contract interpretation, "[w]here the terms of a contract are clear and unambiguous, the intent of the parties must be found within the four corners of the contract, giving a practical interpretation to the language employed and reading the contract as a whole" ( Ellington v. EMI Music, Inc., 24 N.Y.3d 239, 244, 997 N.Y.S.2d 339, 21 N.E.3d 1000 [2014], citing Greenfield v. Philles Records, 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002] ; W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157, 162–163, 565 N.Y.S.2d 440, 566 N.E.2d 639 [1990] ).

Tomhannock fulfilled the only precondition in the Agreement to the parcel's reconveyance when it made a timely written demand. Contrary to Roustabout's arguments, this was the...