| Science Applications Intl. Corp. v State of New York |
| 2009 NY Slip Op 02280 [60 AD3d 1257] |
| March 26, 2009 |
| Appellate Division, Third Department |
| Science Applications International Corporation, Appellant, v Stateof New York, Respondent. (Claim No. 114716.) |
—[*1] Andrew M. Cuomo, Attorney General, Albany (Paul Groenwegen of counsel), forrespondent.
Lahtinen, J. Appeal from an order of the Court of Claims (Collins, J.), entered June 20, 2008,which, among other things, denied claimant's motion for summary judgment.
This is a dispute over the interpretation of the pricing terms provided in a contract for imagecapture and document repository services. Simply stated, claimant contends that it is entitled tocompensation for each image scanned (thus a page with information on the front and back wouldbe two images), whereas defendant maintains that the contract provides payment for each pagescanned (regardless of whether the page has information on one or two sides). Defendant'sagency, the Office of Temporary and Disability Assistance (hereinafter OTDA), issued a requestfor proposals (hereinafter RFP) in July 2005 seeking to develop and provide image capture anddocument repository services for various programs (Medicaid, Home Energy Assistance, PublicAssistance, and Food Stamps). Claimant was eventually awarded the contract in March 2006. InJuly 2007, OTDA rejected claimant's invoices for services on the ground that they "were notprepared in accordance with [its] interpretation of a 'page'." Claimant commenced this action inJanuary 2008 seeking, among other things, over $40,000 in damages. Both parties moved priorto disclosure for summary judgment. The Court of Claims denied both motions. Claimantappeals.[*2]
We affirm. " '[A] written agreement that is complete,clear and unambiguous on its face must be enforced according to the plain meaning of its terms,'[and] [e]xtrinsic evidence of the parties' intent may not be considered unless a court first findsthat the agreement is ambiguous" (VanKipnis v Van Kipnis, 11 NY3d 573, 577 [2008], quoting Greenfield v PhillesRecords, 98 NY2d 562, 569 [2002]; see Beal Sav. Bank v Sommer, 8 NY3d 318, 324 [2007]; Vermont Teddy Bear Co. v 538 MadisonRealty Co., 1 NY3d 470, 475 [2004]). Here, article 9 of the contract incorporates intothe agreement, among other things, the RFP, appendices, attachments, and exhibits. Claimantpoints to places in the contractual documents where the terms "page" and "image" appear to beused interchangeably. Defendant counters by noting that, in one of the relevant documents, theparenthetical "one or two sided" appears after the term "Price per Page." As was discussed insome detail by the Court of Claims, the contractual provisions regarding pricing are notconsistent and the intent of the parties cannot be gleaned from the relevant contractualdocuments without rendering other provisions meaningless (see Beal Sav. Bank vSommer, 8 NY3d at 324). The extrinsic evidence in this record does not provide a basis fordiscerning the intent of the parties as a matter of law and, accordingly, summary judgment wasproperly denied (see CV Holdings, LLCv Artisan Advisors, LLC, 9 AD3d 654, 657 [2004]).
Claimant's further contention that all ambiguities in the contractual documents should havebeen construed against OTDA is unpersuasive. The record reflects that these are sophisticatedparties and there is evidence that they engaged in negotiations as they worked out some of thedetails of the contract. Claimant failed to establish that it had "no voice in the selection of [thecontractual] language" (67 Wall St. Co. v Franklin Natl. Bank, 37 NY2d 245, 249[1975]; see Citibank, N.A. v 666 FifthAve. Ltd. Partnership, 2 AD3d 331, 331 [2003]).
Peters, J.P., Kavanagh and Stein, JJ., concur. Ordered that the order is affirmed, withoutcosts.