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At Risk of Stating the Obvious, NY Court Gives Contract Plain Meaning


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1/1/2016
Jonathan Cooper
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It bothers me when companies try to hold people hostage to a one-sided, draconian contracts, and refuse to act reasonably, and amicably resolve the parties' differences.

Naturally, it irks me even more when these companies try to impose even stricter terms than those that they managed to get in the agreement the first time around.

So, I admit that it gives me some measure of satisfaction when these companies lose their breach of contract claims.

And that is precisely what happened in Nouveau Elevator Industries, Inc. v. Kabbalah Centre of New York, Inc.

In this case, the parties entered into a 10-year maintenance contract for the elevators in the defendant's building. The contract also contained a provision that allowed either party to terminate the agreement upon 90 days' written notice.

One year into the agreement, the defendant did just that. But the plaintiff elevator company refused to accept the cancellation, claiming that the foregoing 90-day notice provision only meant that "the cancellation could only occur at least 90 days prior to the expiration of the contract term." In other words, the elevator company took the position that the earliest that the contract could be cancelled was 9 years and 9 months into the contract.

Fortunately, the New York trial court disagreed, holding:

"The terms of a written contract between the parties should be enforce in accordance with its terms (W.W.W. Associates, Inc. v. Giancontieri, 77 N.Y.2d 157 [1990]).
 



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