Williams Press, Inc. v. State

• Decision Date: 08 July 1975
• Docket Number: No. 55203,55203
• Citation: 373 N.Y.S.2d 72,37 N.Y.2d 434,335 N.E.2d 299
• Parties: , 335 N.E.2d 299 WILLIAMS PRESS, INC., Appellant, v. STATE of New York, Respondent. Claim
• Court: New York Court of Appeals Court of Appeals

Page 72

373 N.Y.S.2d 72

37 N.Y.2d 434, 335 N.E.2d 299

WILLIAMS PRESS, INC., Appellant, v. STATE of New York, Respondent.

Claim No. 55203.

Court of Appeals of New York.

July 8, 1975.

John T. DeGraff and John E. Holt-Harris, Albany, for appellant.

Louis J. Lefkowitz, Atty. Gen. (Jean M. Coon and Ruth Kessler Toch, Albany, of counsel), for respondent.

GABRIELLI, Judge.

Appellant is a printing corporation which, during the period from 1953 through 1972, was the successful and often the sole bidder on each of the State's annual contracts for legislative printing. When Williams Press submitted vouchers totaling $104,295.79 to the State for legislative printing performed under its contract for the 1971 session, the State, on February 14, 1972, informed appellant that a credit of $87,701.85 was being deducted from the moneys due Williams Press on the ground that this amount represented claimed overcharges on vouchers for legislative printing which had been presented to and paid by the State during the years 1965 through 1970. Although the disputed portions of the 1965 through the 1970 contracts have to do with amended budget bills, Williams Press asserts that, the controversy between it and the State had its genesis in ambiguities contained in the State's specifications for the 1961 contract for the printing of budget bills and amended budget bills.

The specifications for printing of budget bills and amended budget bills in the 1960 contract ¹ read in full as follows:

It should be noted that a Single per page bid price was required for Original budget bills and that two Separate per page bids were required for the Senate and the Assembly printing of Amended budget bills. Apparently the contract for 1960, and in fact for several years prior thereto, contained two Separate per page bid prices, one for amended Senate budget bills and the other for amended Assembly budget bills, since each house had the exclusive right to control the amendment of its own bills and the number of pages in the bills amended by the Senate often differed from the number of pages in corresponding bills amended by the Assembly. In some instance a budget bill is amended in the Senate and passed in both houses without any amendment to the Assembly bill, or vice versa. In contrast, only one line was required for Original budget bills because the same bill is introduced in both houses and the number of pages is necessarily the same for both houses.

The State apparently changed the specifications in the 1961 legisative printing contract by condensing them and by providing for only One line for Amended budget bills. The bid specifications for the 1961 contract ² read in full as follows:

Williams Press contends that the 1961 specifications created a bidding dilemma in relation to amended budget bills because only One bid line was provided for amended budget bills, instead of the Two lines in the 1960 contract and its predecessor, while the 1961 specifications for 'general' and 'local' bills continued to provide two lines so that Separate bids were required for all amended Senate and Assembly bills other than budget bills. Thus, as a result of the State's change in its 1961 specifications, Williams Press, having decided to charge $9.33 per page for each amended budget bill, was required to make an election between the following methods of bidding: (1) to bid $18.66 per page for 4,000 copies and voucher this amount to both houses jointly as it had traditionally done with original budget bills; or (2) to follow the practice between the parties that had prevailed for many years and bid, as it did, $9.33 per page for 2,000 copies and itemize each voucher separately at that rate for each page of amended budget bills in Each house as it had done since 1953. Throughout the course of this litigation, appellant has alleged that it opted for the latter method for two valid reasons: (1) a joint billing would not ordinarily be divided equally between the two houses because the number of pages of amended Senate bills might and often did differ from the number of pages of amended Assembly bills; and (2) to apportion the costs properly under a joint bid it would have been necessary to prepare vouchers for each house which divided the bid price by two and then multiply that figure by the number of amended budget bill pages in each house.

In holding that the State was overcharged in the sum of $87,701.85 and that the State had the power to offset those overcharges against moneys due Williams Press, both the Court of Claims and the Appellate Division, by a divided court (45 A.D.2d 397, 357 N.Y.S.2d 920), held that the specifications in each of the contracts from 1965 through 1970, which were identical to the 1961 specifications, were clear, unequivocal and without ambiguity. More specifically, the trial court and the majority at the Appellate Division reasoned that if appellant intended to separately voucher the State for 2,000 copies to the Senate at a certain price per page and 2,000 copies to the Assembly at the same price per page, it should have doubled the final amount of its bid for the years 1965 through 1970. ³

At the outset it should be noted that the construction of a contested contractual provision presents a question of law which is fully reviewable by the Court of Appeals (cf. New Era Homes Corp. v. Forster, 299 N.Y. 303, 86 N.E.2d 757; Solomon v. Atlantis Steel Partition Co., 295 N.Y. 80, 65 N.E.2d 176). In Matter of City of New York (Vernon Parkway), 285 N.Y. 326, 331, 34 N.E.2d 341, 343 then Judge Loughran expressed this principle as follows: 'While the construction of writings is, to be sure, matter of law in the sense that it is an affair for a judge, still the particulars of the process of ascertaining the disclosed intention of a writer are for the most part items of fact. Such an inquiry may nevertheless be a question of law in the sense of the phrase 'questions of law' as that phrase is used in the constitutional limitations upon the jurisdiction of this court.'

Appellant contends that the Court of Claims and the majority at the Appellate Division, by focusing their attention on the single paragraph relating to 'Budget Bills', and finding no ambiguity in that paragraph, have overlooked the basic principles that the construction of any contract must give due consideration to: (a) the entire contract; and (b) the disclosed intent of the parties. Thus, Williams Press, argues, and correctly we think, that we should apply the standard enunciated by Chief Judge Lehman in Empire Props. Corp. v. Manufacturers Trust Co., 288 N.Y. 242, 248--249, 43 N.E.2d 25, 28 wherein it was stated: 'A written contract 'will be read as a whole, and every part will be interpreted with reference to the whole; and if possible it will be so interpreted as to give effect to its...