Monday, November 30, 2015

Construing contracts.

Practice point:  A contract will be construed in accordance with the parties' intent, which is generally discerned from the four corners of the document itself. Consequently, a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms. A contract is unambiguous if its language has a definite and precise meaning, unattended by the danger of misconception in the purport of the agreement itself, and concerning which there is no reasonable basis for a difference of opinion.  A contract is considered ambiguous when, read as a whole, it does not disclose its purpose and the parties' intent, or when specific language is susceptible of two reasonable interpretations.

Whether a contract is ambiguous is an issue of law, and, if a court determines that a contract is ambiguous, it may consider extrinsic evidence in order to determine the parties' intent.

Student note:  The essential elements of a cause of action to recover damages for breach of contract are the existence of a contract, the plaintiff's performance pursuant to the contract, the defendant's breach of its contractual obligations, and damages resulting from the breach.

Case:  Legum v. Russo, NY Slip Op 08149n (2d Dept. 2015)

Here is the decision.

Tomorrow's issue:  Partition and sale of an apartment.