| Fundamental Long Term Care Holdings, LLC v Cammeby's FundingLLC |
| 2012 NY Slip Op 00825 [92 AD3d 449] |
| February 7, 2012 |
| Appellate Division, First Department |
| Fundamental Long Term Care Holdings, LLC, et al.,Appellants/Counterclaim-Defendants-Appellants, v Cammeby's Funding LLC et al.,Respondents/Counterclaim-Plaintiffs-Respondents. |
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DLA Piper LLP (US), New York (Shand S. Stephens of counsel), for Leonard Grunstein andMurray Forman, appellants. Dechert LLP, New York (Steven A. Engel of counsel), for respondents.
Order, Supreme Court, New York County (O. Peter Sherwood, J.), entered August 29, 2011,which granted defendants' motion for summary judgment and denied plaintiffs' cross motion forsummary judgment, unanimously affirmed, with costs. Order, same court and Justice, enteredOctober 6, 2011, which, inter alia, dismissed the complaint and directed the Clerk to enterjudgment declaring that plaintiff Fundamental Long Term Care Holdings, LLC (the LLC) mustissue ownership of one third of its equity units to defendant Cammeby's Funding LLC's designeewithout regard to the capital contribution requirement in the LLC operating agreement,unanimously affirmed, with costs.
Regardless of which document was executed first, the motion court correctly foundunambiguous the parties' option agreement entitling defendant Cammeby's to acquire units of theLLC for $1,000 without the need for any capital contribution. We note that the integration clausein the option agreement bars parol evidence of the parties' intent and of any other agreements orunderstandings (see Torres vD'Alesso, 80 AD3d 46 [2010]). Under the circumstances, we reject plaintiffs' contentionthat defendants obtained an improper windfall.
We have considered plaintiffs' additional arguments and find them unavailing.Concur—Mazzarelli, J.P., Andrias, DeGrasse, Richter and Abdus-Salaam, JJ.