The construction and interpretation of an unambiguous written contract is an issue of law within the province of the court, as is the inquiry, in the first instance, of whether the writing is ambiguous. If the language is free from ambiguity, its meaning may be determined as a matter of law on the basis of the writing alone without resort to extrinsic evidence. An award of attorneys' fees for the costs incurred in prosecuting a claim for fees, so-called fees on fees, must be based upon a specific contractual provision or statute. Consequently, where a party is under no legal duty to indemnify, a contract assuming that obligation must be strictly construed to avoid reading into it a duty which the parties did not intend to be assumed.
Davidoff vs. Hershfield, NY Slip Op 05931 (2d Dep't October 14, 2026)
