Practice point: The Appellate Division reversed the motion court and determined that defendants-appellants were entitled to a declaration that the
parties' December 1, 2010 stipulation had expired and was unenforceable.
In the stipulation, the parties agreed that the closing date of the
sale of the property should take place no later than May 31, 2011. The motion court found that the parties' intent was not to close
by the date set forth in the stipulation, but, rather, the intent was to
move the sale forward to a closing within a reasonable time. The Appellate Division held that the
parties' intent should have been determined from the unambiguous
language of the stipulation, as it is a well recognized precept of
contract construction that the best evidence of what parties to a
written agreement intend is what they say in their writing,
Student note: Where, the term in a stipulation is
not ambiguous, it is reversible error for the court to consider extrinsic evidence
such as the conduct of the parties.
Case: Bank of Am. N.A. v. Chau T. Lam, NY Slip Op 00282 (1st Dept. 2015)
Here is the decision.
Tomorrow's issue: Application of the storm-in-progress rule.
