Practice point: A clear and complete writing must be enforced according to its plain terms, without reference to parol or extrinsic evidence.
Practitioners should note that the implied covenant of good faith and fair dealing inherent in every contract cannot be used to create terms that do not exist in the writing.
Case: Vanlex Stores, Inc. v. BFP 300 Madison II LLC, NY Slip Op 07677 (1st Dept. 2009)
The opinion is here.
Tomorrow’s issue: Motion practice.
