| Currier, McCabe & Assoc., Inc. v Maher |
| 2010 NY Slip Op 06134 [75 AD3d 889] |
| July 15, 2010 |
| Appellate Division, Third Department |
| Currier, McCabe & Associates, Inc., Doing Business as CMAConsulting Services, Respondent, v Patrick L. Maher, Appellant. |
—[*1] The Mills Law Firm, L.L.P., Clifton Park (Christopher K. Mills of counsel), forrespondent.
Garry, J. Appeal from an order of the Supreme Court (Williams, J.), entered October 27,2009 in Saratoga County, which, among other things, denied defendant's motion for summaryjudgment dismissing the complaint.
In July 2006, defendant began working for plaintiff, a domestic corporation. Shortly after hisstart date, he and plaintiff's representative executed an "Employment Agreement" which, amongother provisions, stated that defendant "acknowledges that he/she has read the EMPLOYEEHANDBOOK and as indicated by the signature below, agrees to the preceding terms andconditions, as well as those outlined in the handbook." As relevant here, the employee handbookincludes a section describing a professional development program by which plaintiff pays foreducational and training courses for its employees, and first year employees who leave theirpositions within one year of obtaining such training are required to repay these expenses. Thehandbook also includes a disclaimer providing that the "[p]olicies set forth in this handbook arenot intended to create a contract, nor are they to be construed to constitute contractualobligations of any kind or a contract of employment between [plaintiff] and any of itsemployees."[*2]
Defendant was in the course of graduate studies when hebegan his employment. He continued to pursue his education thereafter, and plaintiff paid histuition. In 2007, during his first year of employment with plaintiff and within two months aftercompleting his degree program, defendant resigned from his position. He refused to reimburseplaintiff for his tuition and related expenses, and plaintiff commenced this action alleging breachof contract. Defendant moved for summary judgment dismissing the complaint, and plaintiffcross-moved for summary judgment. Supreme Court denied the motion and the cross motion.Defendant appeals.
Both parties now contend that Supreme Court erred in finding that issues of fact precludesummary judgment, in that they believe the disputed contractual language is unambiguous andthat its interpretation is an issue of law within the province of this Court (see W.W.W. Assoc.v Giancontieri, 77 NY2d 157, 162 [1990]; Estate of Hatch v NYCO Mins., 245AD2d 746, 747 [1997]). They further agree that the parties intended to incorporate the terms ofthe handbook into their employment agreement. They differ entirely, however, in their analysisof the result. According to defendant, his agreement to the handbook's terms and conditionsincludes the disclaimer, which in turn prevents any of the handbook's other terms, including thetuition reimbursement provision, from becoming contractually binding. In defendant's view, nocontract was formed, and he is not obliged to reimburse plaintiff for his tuition. Plaintiffcontends that defendant's express agreement to the terms and conditions of the handbook rendersthe disclaimer legally irrelevant; in plaintiff's view, the disclaimer was solely intended to preventthe handbook from being construed as an implied contract in its own right and is inapplicablewhere an employee expressly agrees to be bound by the handbook's terms.
We agree that this dispute may be resolved as a matter of law. The interpretation of anunambiguous contract and the determination whether a contract is ambiguous are issues of law tobe determined by the courts (see W.W.W. Assoc. v Giancontieri, 77 NY2d at 162; Stevens & Thompson Paper Co., Inc. vNiagara Mohawk Power Corp., 49 AD3d 1011, 1012 [2008]). In making thesedeterminations, "[t]he court should examine the entire contract and consider the relation of theparties and the circumstances under which it was executed. Particular words should beconsidered, not as if isolated from the context, but in the light of the obligation as a whole andthe intention of the parties as manifested thereby. Form should not prevail over substance and asensible meaning of words should be sought" (Atwater & Co. v Panama R.R. Co., 246NY 519, 524 [1927]; see Matter of Proper [Sterling Ins. Co.], 252 AD2d 802, 804[1998]).
Reading the agreement as a whole in accordance with these principles, we find that it is notambiguous. "[P]rovisions in a contract are not ambiguous merely because the parties interpretthem differently" (Mount Vernon Fire Ins. Co. v Creative Hous., 88 NY2d 347, 352[1996]). The written agreement sets forth the terms of defendant's employment and, regardingthe handbook, provides only that defendant also agrees to its terms and conditions. Thehandbook's initial provision stating that its "policies" are not intended to create a contract ismerely a disclaimer and not one of those substantive policies. Its stated purpose is to prevent thepolicies, in and of themselves, from being construed as an implied employment contract.Defendant's execution of a separate contract in which he expressly agreed to the handbook'sterms rendered this purpose inapplicable. It was defendant's execution of this agreement, and notany provision of the handbook, that created his contractual obligations; thus, no conflict resultedfrom the disclaimer's prohibition against the implication of contractual obligations directly from[*3]the handbook.[FN1]
Even if an ambiguity does result from the disclaimer's declaration that the handbook shouldnot be read to create any contract, the result is the same. Summary judgment is not precludedwhere, as here, resolution of a contractual ambiguity does not depend on extrinsic evidence. Insuch a case, the dispute "can and should be resolved on the basis of the agreement alone"(Hudson-Port Ewen Assoc. v Chien Kuo, 165 AD2d 301, 303 [1991], affd 78NY2d 944 [1991]; see Sutton v East Riv. Sav. Bank, 55 NY2d 550, 554 [1982];B.T.R. E. Greenbush v General Acc. Co., 206 AD2d 791, 792 [1994], lv denied84 NY2d 808 [1994]). In interpreting such an agreement, as with any contract, the goal should bea practical construction of the language used so that the reasonable expectations of the parties arerealized (see Sutton v East Riv. Sav. Bank, 55 NY2d at 555; Hudson-Port EwenAssoc. v Chien Kuo, 165 AD2d at 303-304; Tougher Heating & Plumbing Co. v State ofNew York, 73 AD2d 732, 733 [1979]). The parties' reasonable expectations are not met bydefendant's interpretation, which leads to the absurd and self-contradictory result that inclusionof a term in the handbook defeats the employment agreement's clear purpose to include thehandbook's terms. "Where . . . a literal construction defeats and contravenes thepurpose of the agreement, it should not be so construed" (Tougher Heating & Plumbing Co. vState of New York, 73 AD2d at 733 [citation omitted]). Instead, "not merely literallanguage, but whatever may be reasonably implied therefrom [may] be taken into account"(Sutton v East Riv. Sav. Bank, 55 NY2d at 555). Defendant's express agreement to thehandbook's terms and conditions reasonably implies that the parties did not intend the disclaimerto make this agreement ineffective but, rather, intended the handbook's substantive terms andconditions—including the tuition reimbursement provision—to be contractuallybinding. In our view, this is the "only reasonable interpretation" of the agreement (B.T.R. E.Greenbush v General Acc. Co., 206 AD2d at 792). Plaintiff is therefore entitled to judgmentas a matter of law, and we accordingly grant its cross motion.[FN2]
Spain, J.P., Rose and Egan Jr., JJ., concur. Ordered that the order is modified, on the law,with costs to plaintiff, by reversing so much thereof as denied plaintiff's cross motion; crossmotion granted and summary judgment awarded to plaintiff; and, as so modified, affirmed.
Footnote 1: Notably, if the parties hadintended to prevent the handbook's terms from becoming contractual obligations, they couldhave accomplished that purpose by making no reference to the handbook in their writtenagreement. The disclaimer would then prevent the handbook's policies, standing alone, frombeing construed as an employment contract by implication (see Lobosco v New York Tel.Co./NYNEX, 96 NY2d 312, 317 [2001]).
Footnote 2: Although plaintiff did notappeal from Supreme Court's denial of its cross motion for summary judgment, this Courtnevertheless has the authority to search the record and grant plaintiff summary judgment in thismatter (see CPLR 3212 [b]; Merritt Hill Vineyards v Windy Hgts. Vineyard, 61NY2d 106, 110-111 [1984]; PeterScalamandre & Sons, Inc. v State of New York, 65 AD3d 774, 777 [2009]; Sherba vMidstate Precast Sys., 230 AD2d 944, 946 [1996]).