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. When parties set down their agreement in a clear and complete document, the writing should be enforced according to its terms, This is especially so in real property transactions, where commercial certainty is a paramount concern, and where, as here, the instrument was negotiated between sophisticated, counseled business people negotiating at arm's length. Here, the plaintiff established its prima facie entitlement to judgment as a matter of law, as there is no dispute that the sellers failed to pay the subject fines by the agreed-upon date.
The sellers failed to raise a triable issue of fact in response. The contract provision stating that the sellers "will not be responsible for any work needed to clear the violations of record" and the contract provisions suggesting that the plaintiff was intending to perform construction at the properties do not absolve the sellers from their obligation to pay the fines associated with the open violations. Courts may not by construction add or excise terms, nor distort the meaning of those used and thereby make a new contract under the guise of interpreting the writing.
As there is no ambiguity in the contract provision here, the sellers' attempt to introduce extrinsic evidence to alter or add to the terms of the contract is prohibited by the parol evidence rule, as well as by the contract's merger clause .
410 Lefferts, LLC v. 408 Lefferts, LLC, NY Slip 03676 (2d Dep't July 3, 2024)
