The best evidence of what parties to a written agreement intend is what they say in their writing. The contract should be read as a harmonious and integrated whole, and each and every part should be given effect. Courts may not, through their interpretation of a contract, add or excise terms or distort the meaning of any particular words or phrases. Neither should an agreement be read to produce a result that is absurd, commercially unreasonable, or contrary to the reasonable expectations of the parties.
Here, the contractual provision that "[t]he Trustee agrees to . . . exercise the rights referred to above for the benefit of all present and future [certificateholders]" imposes an express duty on the trustees to enforce the repurchase protocol for the benefit of the investors. This express language is not discretionary, even though the provision does not use the language "shall" or "must." The provision employs the language "agrees to," which is also language of commitment.
IKB Intl., Inc., S.A. v. Wells Fargo Bank, N.A., NY Slip Op 05058 (1st Dep't August 30, 2022)
