W.W.W. Associates, Inc. v. Giancontieri

CourtNew York Court of Appeals
Writing for the CourtKAYE; WACHTLER
Citation565 N.Y.S.2d 440,77 N.Y.2d 157,566 N.E.2d 639
Decision Date27 December 1990
Parties, 566 N.E.2d 639 W.W.W. ASSOCIATES, INC., Respondent, v. Frank GIANCONTIERI et al., Appellants.

Page 440

565 N.Y.S.2d 440
77 N.Y.2d 157, 566 N.E.2d 639
W.W.W. ASSOCIATES, INC., Respondent,
v.
Frank GIANCONTIERI et al., Appellants.
Court of Appeals of New York.
Dec. 27, 1990.

Page 441

[77 N.Y.2d 158] [566 N.E.2d 640] John G. Poli, III, Huntington, for appellants.

Matthew Dollinger, Carle Place, and Michael J. Spithogiannis, Flushing, for respondent.

[77 N.Y.2d 159] OPINION OF THE COURT

KAYE, Judge.

In this action for specific performance of a contract to sell real property, the issue is whether an unambiguous reciprocal cancellation provision should be read in light of extrinsic evidence, as a contingency clause for the sole benefit of plaintiff purchaser, subject to its unilateral waiver. Applying[77 N.Y.2d 160] the principle that clear, complete writings should generally be enforced according to their terms, we reject plaintiff's reading of the contract and dismiss its complaint.

Defendants, owners of a two-acre parcel in Suffolk County, on October 16, 1986 contracted for the sale of the property to plaintiff, a real estate investor and developer. The purchase price was fixed at $750,000--$25,000 payable on contract execution, $225,000 to be paid in cash on closing (to take place "on or about December 1, 1986"), and the $500,000 balance secured by a purchase-money mortgage payable two years later.

The parties signed a printed form Contract of Sale, supplemented by several of their own paragraphs. Two provisions of the contract have particular relevance to the present dispute--a reciprocal cancellation provision (para. 31) and a merger clause (para. 19). Paragraph 31, one of the provisions the parties added to the contract form, reads: "The parties acknowledge that Sellers have been served with process instituting an action concerned with the real property which is the subject of this agreement. In the event the closing of title is delayed by reason of such litigation it is agreed that closing of title will in a like manner be adjourned until after the conclusion of such litigation provided, in the event such litigation is not concluded, by or before 6-1-87 either party shall have the right to cancel this contract whereupon the down payment shall be returned and there shall be no further rights hereunder." (Emphasis supplied.) Paragraph 19 is the form merger provision, reading: "All prior understandings and agreements between seller and purchaser are merged in this contract [and it] completely expresses

Page 442

[566 N.E.2d 641] their full agreement. It has been entered into after full investigation, neither party relying upon any statements made by anyone else that are not set forth in this contract."

The Contract of Sale, in other paragraphs the parties added to the printed form, provided that the purchaser alone had the unconditional right to cancel the contract within 10 days of signing (para. 32), and that the purchaser alone had the option to cancel if, at closing, the seller was unable to deliver building permits for 50 senior citizen housing units (para. 29).

The contract in fact did not close on December 1, 1986, as originally contemplated. As June 1, 1987 neared, with the litigation still unresolved, plaintiff on May 13 wrote defendants that it was prepared to close and would appear for [77 N.Y.2d 161] closing on May 28; plaintiff also instituted the present action for specific performance. On June 2, 1987, defendants canceled the contract and returned the down payment, which plaintiff refused. Defendants thereafter sought summary judgment dismissing the specific performance action, on the ground that the contract gave them the absolute right to cancel.

Plaintiff's claim to specific performance rests upon its recitation of how paragraph 31 originated. Those facts are set forth in the affidavit of plaintiff's vice-president, submitted in opposition to defendants' summary judgment motion.

As plaintiff explains, during contract negotiations it learned that, as a result of unrelated litigation against defendants, a lis pendens had been filed against the property. Although assured by defendants that the suit was meritless, plaintiff anticipated difficulty obtaining a construction loan (including title insurance for the loan) needed to implement its plans to build senior citizen housing units. According to the affidavit, it was therefore agreed that paragraph 31 would be added for plaintiff's sole benefit, as contract vendee. As it developed, plaintiff's fears proved groundless--the lis pendens did not impede its ability to secure construction...

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1241 practice notes
  • Hatco Corp. v. W.R. Grace & Co. Conn., No. 94-5276
    • United States
    • U.S. Court of Appeals — Third Circuit
    • August 8, 1995
    ...249 N.E.2d 386, 389 (1969). Whether an agreement is ambiguous is a question of law for the court, W.W.W. Assocs., Inc. v. Giancontieri, 77 N.Y.2d 157, 565 N.Y.S.2d 440, 443, 566 N.E.2d 639, 642 (1990), to be determined by looking to the document as a whole rather than to sentences or clause......
  • Vanguard Operating, LLC v. Klein (In re Vanguard Natural Res., LLC), CASE NO: 17-30560
    • United States
    • United States Bankruptcy Courts. Fifth Circuit. U.S. Bankruptcy Court — Southern District of Texas
    • December 11, 2020
    ...a genuine issue of material fact."). Whether a contract term is ambiguous is a question of law. W.W.W. Assocs., Inc. v. Giancontieri , 77 N.Y.2d 157, 565 N.Y.S.2d 440, 566 N.E.2d 639, 642 (1990).21 A contract term is unambiguous where the term has a "definite and precise meaning, unattended......
  • Lummus Global Amazonas v. Aguaytia Energy Del Peru, No. CIV.A.H-01-495.
    • United States
    • United States District Courts. 5th Circuit. United States District Courts. 5th Circuit. Southern District of Texas
    • March 27, 2002
    ...LLC v. Millenium Seacarriers, Inc., 111 F.Supp.2d 450, 454 (S.D.N.Y.2000)(citing W.W.W. Assocs., Inc. v. Giancontieri, 11 N.Y.2d 157, 565 N.Y.S.2d 440, 566 N.E.2d 639, 642 LGA cites cases in which courts vacated arbitration awards because evidentiary rulings deprived a party of a fair heari......
  • John Wiley & Sons, Inc. v. DRK Photo, Docket No. 15-1134
    • United States
    • U.S. Court of Appeals — Second Circuit
    • February 16, 2018
    ...of extrinsic evidence unless a contract's written terms manifest a facial ambiguity. See, e.g. , W.W.W. Assocs., Inc. v. Giancontieri , 77 N.Y.2d 157, 162–63, 565 N.Y.S.2d 440, 566 N.E.2d 639 (1990) (New York law). Under the Arizona rule, by contrast, a court may consider extrinsic evidence......
  • Request a trial to view additional results
1233 cases
  • Hatco Corp. v. W.R. Grace & Co. Conn., No. 94-5276
    • United States
    • U.S. Court of Appeals — Third Circuit
    • August 8, 1995
    ...249 N.E.2d 386, 389 (1969). Whether an agreement is ambiguous is a question of law for the court, W.W.W. Assocs., Inc. v. Giancontieri, 77 N.Y.2d 157, 565 N.Y.S.2d 440, 443, 566 N.E.2d 639, 642 (1990), to be determined by looking to the document as a whole rather than to sentences or clause......
  • Vanguard Operating, LLC v. Klein (In re Vanguard Natural Res., LLC), CASE NO: 17-30560
    • United States
    • United States Bankruptcy Courts. Fifth Circuit. U.S. Bankruptcy Court — Southern District of Texas
    • December 11, 2020
    ...a genuine issue of material fact."). Whether a contract term is ambiguous is a question of law. W.W.W. Assocs., Inc. v. Giancontieri , 77 N.Y.2d 157, 565 N.Y.S.2d 440, 566 N.E.2d 639, 642 (1990).21 A contract term is unambiguous where the term has a "definite and precise meaning, unattended......
  • Lummus Global Amazonas v. Aguaytia Energy Del Peru, No. CIV.A.H-01-495.
    • United States
    • United States District Courts. 5th Circuit. United States District Courts. 5th Circuit. Southern District of Texas
    • March 27, 2002
    ...LLC v. Millenium Seacarriers, Inc., 111 F.Supp.2d 450, 454 (S.D.N.Y.2000)(citing W.W.W. Assocs., Inc. v. Giancontieri, 11 N.Y.2d 157, 565 N.Y.S.2d 440, 566 N.E.2d 639, 642 LGA cites cases in which courts vacated arbitration awards because evidentiary rulings deprived a party of a fair heari......
  • John Wiley & Sons, Inc. v. DRK Photo, Docket No. 15-1134
    • United States
    • U.S. Court of Appeals — Second Circuit
    • February 16, 2018
    ...of extrinsic evidence unless a contract's written terms manifest a facial ambiguity. See, e.g. , W.W.W. Assocs., Inc. v. Giancontieri , 77 N.Y.2d 157, 162–63, 565 N.Y.S.2d 440, 566 N.E.2d 639 (1990) (New York law). Under the Arizona rule, by contrast, a court may consider extrinsic evidence......
  • Request a trial to view additional results
1 books & journal articles
  • Contracts, Constitutions, and Getting the Interpretation-construction Distinction Right
    • United States
    • The Georgetown Journal of Law & Public Policy Nbr. 18-1, January 2020
    • January 1, 2020
    ...52. William C. Atwater & Co. v. Panama Railroad Co., 159 N.E. 418, 419 (N.Y. 1927). 53. Id. 54. W.W.W. Assocs., Inc. v. Giancontieri, 77 N.Y.2d 157, 162 (1990); see also R/S Assocs. v. N.Y. Job Dev. Auth., 98 N.Y.2d 29, 32 (2002). 28 THE GEORGETOWN JOURNAL OF LAW & PUBLIC POLICY [Vol. 18:13......

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