| Patsis v Nicolia |
| 2014 NY Slip Op 06190 [120 AD3d 1326] |
| September 17, 2014 |
| Appellate Division, Second Department |
[*1]
| Steven Patsis, Respondent, v Roberto Nicolia,Appellant. |
Friedman Harfenist Kraut & Perlstein, LLP, Lake Success, N.Y. (Angelina L.Fryer of counsel), for appellant.
Schnaufer & Metis, LLP, Hartsdale, N.Y. (Peter Metis of counsel), forrespondent.
In an action, inter alia, to recover damages for breach of contract, the defendantappeals from a judgment of the Supreme Court, Suffolk County (Pines, J.), enteredMarch 25, 2013, which, upon an order of the same court dated August 21, 2012, grantingthe plaintiff's motion for summary judgment in his favor on the third and fifth causes ofaction and denying his cross motion for summary judgment dismissing the second, third,and fifth causes of action, and upon a so-ordered stipulation between the parties datedDecember 12, 2012, measuring damages in the principal sum of $210,000, is in favor ofthe plaintiff and against him in the principal sum of $210,000.
Ordered that the judgment is affirmed, with costs.
The parties entered into an agreement whereby the plaintiff assigned to the defendanthis 50% interest in an entity known as Gatsby Dining, LLC (hereinafter Gatsby, LLC),which owned a restaurant known as the Gatsby (hereinafter the restaurant). Pursuant toparagraph 1 (a) of the assignment document, the defendant was obligated to pay theplaintiff the balance of the purchase price for his 50% interest in Gatsby, LLC, from thegross profits of the restaurant. However, pursuant to paragraph 1 (c), the defendant'sobligation to pay the entire remaining balance of the purchase price was triggered if hesold, transferred, or conveyed his interest in Gatsby, LLC. It is undisputed that thedefendant never paid off the purchase price. Following a failed attempt to sell therestaurant to a third party, the defendant sold all of Gatsby, LLC's assets. The plaintiffcommenced this action against the defendant claiming, inter alia, that the defendant's saleof all of Gatsby, LLC's assets was effectively a sale of Gatsby, LLC, and hence, thedefendant's interest therein, thereby triggering the defendant's obligation pursuant toparagraph 1 (c) to pay the remaining balance of $210,000.
When the terms of a written contract are clear and unambiguous, the intent of theparties must be found within the four corners of the contract, giving practicalinterpretation to the language employed and the parties' reasonable expectations (see Westchester County Corr.Officers Benevolent Assn., Inc. v County of Westchester, 99 AD3d 998, 999[2012]). Thus, a written agreement that is complete, clear and unambiguous on its facemust be enforced according to the plain meaning of its terms (see id.).Furthermore, interpretation of an unambiguous contract provision is a function for thecourt (see id.). When interpreting a contract, the court should arrive at aconstruction which [*2]will give fair meaning to all ofthe language employed by the parties to reach a practical interpretation of the expressionsof the parties so that their reasonable expectations will be realized (see G3-Purves St., LLC v ThomsonPurves, LLC, 101 AD3d 37, 40 [2012]).
The plaintiff met his prima facie burden of demonstrating that his interpretation ofthe unambiguous terms of paragraph 1 (c) of the assignment—that the defendant'spayment obligation thereunder was triggered by his sale of all of Gatsby, LLC'sassets—was the only reasonable interpretation (see Kasowitz, Benson, Torres& Friedman, LLP v Duane Reade, 98 AD3d 403 [2012], affd 20NY3d 1082 [2013]). In opposition, the defendant failed to raise a triable issue of fact.The defendant's interpretation of paragraph 1 (c), that selling all of Gatsby's, LLC's,assets was neither a sale, transfer, or conveyance of his interest therein, improperlyrenders its terms meaningless under the circumstances of this case (see Cortesi v R& D Constr. Corp., 137 AD2d 901 [1988], mod 73 NY2d 836 [1988]).Moreover, the Supreme Court properly determined that the defendant's affidavit inopposition directly contradicted his earlier deposition testimony and raised feigned issuesof fact to avoid the consequences of his earlier testimony and, thus, was insufficient todefeat summary judgment (seeKudisch v Grumpy Jack's, Inc., 112 AD3d 788 [2013]).
Accordingly, the Supreme Court correctly granted the plaintiff's motion for summaryjudgment on the third and fifth causes of action, and correctly denied the defendant'scross motion for summary judgment dismissing the second, third, and fifth causes ofaction. Mastro, J.P., Dillon, Miller and Maltese, JJ., concur.