Practice point: A contract is unambiguous if the language it uses has a definite and precise meaning, unattended by danger of misconception in the purport of the agreement itself, and concerning which there is no reasonable basis for a difference of opinion. The threshold question of whether a contract is unambiguous and the subsequent construction and interpretation of an unambiguous contract are issues of law within the province of the motion court.
Application: The Supreme Court properly determined that the relevant provisions of the agreement regarding the imposition of a Transfer Fee, when read in context, were clear and unambiguous, and established that the defendant was prohibited from imposing the fee on the plaintiff pursuant to the terms of the agreement.
Data Mtge., Inc. vs. Money Source, Inc., NY Slip Op 05514 (2d Dep't September 30, 2026)
