W.W.W. Associates, Inc. v. Giancontieri

77 N.Y.2d 157 · New York Court of Appeals · 1990

Facts

A real estate developer contracted to purchase a two-acre parcel from owners, with a reciprocal cancellation clause stating either party could cancel if existing litigation affecting the property was not concluded by June 1, 1987. When the litigation remained unresolved past that date, the owners canceled the contract, but the developer sued for specific performance, arguing the clause was intended for its sole benefit and could be waived.

Procedural history

Defendants sought summary judgment dismissing the specific performance action. The trial court granted defendants' motion and dismissed the complaint, finding the agreement unambiguously conferred the right to cancel on both parties. The Appellate Division reversed, and after reviewing the record and adopting plaintiff's alleged facts, granted summary judgment to plaintiff, directing specific performance. This court (Court of Appeals) then reversed the Appellate Division's order and dismissed the complaint.

Issue

Should an unambiguous reciprocal cancellation provision in a real estate contract be interpreted in light of extrinsic evidence as a contingency clause for the sole benefit of the purchaser, subject to its unilateral waiver, or should the clear terms of the written agreement be enforced?

Holding

The court reversed the Appellate Division, dismissed the complaint, and granted summary judgment to the defendants. It held that the clear and unambiguous terms of the contract, including the reciprocal cancellation clause, must be enforced as written, without considering extrinsic evidence.

Rule

When parties set down their agreement in a clear, complete, and unambiguous written document, the writing should generally be enforced according to its terms. Extrinsic and parol evidence is inadmissible to create an ambiguity or vary the writing, especially in real property transactions where commercial certainty is paramount.

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