| Givati v Air Techniques, Inc. |
| 2013 NY Slip Op 01376 [104 AD3d 644] |
| March 6, 2013 |
| Appellate Division, Second Department |
| Zaki Givati, Appellant, v Air Techniques, Inc.,Respondent. |
—[*1] Ruskin Moscou Faltischek, P.C., Uniondale, N.Y. (Matthew Didora and Mark S.Mulholland of counsel), for respondent.
In an action, inter alia, to recover damages for breach of contract, the plaintiffappeals, as limited by his brief, from so much of a judgment of the Supreme Court,Nassau County (Driscoll, J.), entered July 29, 2011, as, upon a decision of the same courtdated July 7, 2011, made after a nonjury trial, is in favor of the defendant and against himdismissing the cause of action alleging breach of contract.
Ordered that the judgment is affirmed insofar as appealed from, with costs.
In the mid-1990s, the defendant wished to develop a digital X ray imaging systemusing phosphor plates for image capture. To this end, it contracted with the plaintiff andhis partner Yehuda Rosenstock (hereinafter together the partners) to build a workingmodel and then a pre-production prototype. The parties' October 1995 agreementprovided that the partners would be compensated, inter alia, via a "technology fee" basedupon the defendant's use of technology developed during "the project," a term which theagreement did not define.
In early 1998, the defendant became dissatisfied with the partners' progress. In April1998, the parties entered into a new agreement which "terminate[d] the [October 1995]Agreement" and "clos[ed] the Project." The April 1998 agreement again provided for a"technology fee" payable based upon the defendant's use of technology developed during"the project," which again was not defined.
The defendant and its parent company thereafter developed a phosphor plate imagingsystem which, on appeal, the plaintiff concedes does not incorporate technology he orRosenstock invented. However, he commenced this action alleging that both the April1998 agreement and the parties' October 1995 agreement used the term "project" to meanall of the defendant's efforts to develop phosphor plate imaging. He further alleged thatthe product ultimately marketed by the defendant, while distinct from the partners'prototype, was part of the same project which, he maintains, was not terminated by theparties' April 1998 agreement. The Supreme Court, after a nonjury trial, entered ajudgment, inter alia, in favor of the defendant and against the plaintiff dismissing thecause of action alleging breach of contract.[*2]
A court's fundamental objective in interpreting acontract is to determine the parties' intent from the language employed and to fulfill theirreasonable expectations (see St.John's Univ., N.Y. v Butler Rogers Baskett Architects, P.C., 92 AD3d 761, 764[2012]; 131 Heartland Blvd.Corp. v C.J. Jon Corp., 82 AD3d 1188, 1189 [2011]). In so doing, a courtshould not read a contract so as to render any term, phrase, or provision meaningless orsuperfluous (see God's Battalionof Prayer Pentecostal Church, Inc. v Miele Assoc., LLP, 6 NY3d 371, 374[2006]; Lawyers' Fund for Client Protection of State of N.Y. v Bank Leumi Trust Co.of N.Y., 94 NY2d 398, 404 [2000]; Two Guys from Harrison-N.Y. v S.F.R.Realty Assoc., 63 NY2d 396, 403 [1984]; McQuade v McQuade, 67 AD3d 867, 869 [2009];Hudson Val. Props. & Rentals v Ursuline Provincialate, E. Province of U.S., 221AD2d 507, 509 [1995]). Instead, "the entire contract must be reviewed and '[p]articularwords should be considered, not as if isolated from the context, but in the light of theobligation as a whole and the intention of the parties as manifested thereby. Form shouldnot prevail over substance and a sensible meaning of words should be sought' " (Riverside S. Planning Corp. vCRP/Extell Riverside, L.P., 13 NY3d 398, 404 [2009], quoting Atwater &Co. v Panama R.R. Co., 246 NY 519, 524 [1927]; see Brad H. v City of NewYork, 17 NY3d 180, 185 [2011]; Bailey v Fish & Neave, 8 NY3d 523, 528 [2007]).
" 'In reviewing a determination made after a nonjury trial, this Court's power is asbroad as that of the trial court, and it may render the judgment it finds warranted by thefacts, taking into account that in a close case the trial court had the advantage of seeingand hearing the witnesses' " (Quadrozzi v Estate of Quadrozzi, 99 AD3d 688, 691[2012], quoting BRK Props.,Inc. v Wagner Ziv Plumbing & Heating Corp., 89 AD3d 883, 884 [2011]; see Fernandez v Price, 63AD3d 672, 675 [2009]; Flexible Bus. Sys., Inc. v Dag Media, Inc., 49 AD3d 808[2008]; see also Tornheim vBlue & White Food Prods. Corp., 88 AD3d 867, 868 [2011], cert denied568 US —, 133 S Ct 436 [2012]). Here, the record supports the Supreme Court'sdetermination that, based on the course of the parties' dealings, the term "project"encompassed only the development task assigned to the partners, which was terminatedby the April 1998 agreement, and that the partners would be entitled to a technology feeonly if the defendant used technology they had developed. Likewise, the court'sdetermination was consistent with the fundamental tenets of contract interpretation that acourt should seek an interpretation which fulfills the parties' reasonable expectations(see St. John's Univ., N.Y. v Butler Rogers Baskett Architects, P.C., 92 AD3d at764; 131 Heartland Blvd. Corp. v C.J. Jon Corp., 82 AD3d at 1189) and whichgives all parts of the contract full force and effect (see God's Battalion of PrayerPentecostal Church, Inc. v Miele Assoc., LLP, 6 NY3d at 374; Lawyers' Fund forClient Protection of State of N.Y. v Bank Leumi Trust Co. of N.Y., 94 NY2d at 404;Two Guys from Harrison-N.Y. v S.F.R. Realty Assoc., 63 NY2d at 403;McQuade v McQuade, 67 AD3d at 869; Hudson Val. Props. & Rentals vUrsuline Provincialate, E. Province of U.S., 221 AD2d at 509). Accordingly, thecourt properly entered judgment in favor of the defendant and against the plaintiffdismissing the cause of action alleging breach of contract. Eng, P.J., Rivera, Lott andMiller, JJ., concur.