Wednesday, December 25, 2013

W.W.W. Associates, Inc. v. Giancontieri case brief

W.W.W. Associates, Inc. v. Giancontieri case brief summary
566 N.E.2d 639 (N.Y. 1990)

Plaintiff buyer filed an action for specific performance of a contract against defendant sellers. The Appellate Division of the Supreme Court in the Second Judicial Department (New York) reversed the trial court's order granting summary judgment to the sellers after considering extrinsic evidence regarding the history of a clause allowing either party to cancel the contract. The sellers appealed.

During contract negotiations, the buyer learned that a lis pendens had been filed against the real property involved and therefore asked that a clause be added stating that if the litigation was unresolved as of June 1, 1987, either party could cancel the contract. When the date arrived with the litigation still pending, however, the buyer indicated that it was prepared to close, but the seller canceled the contract, invoking the cancellation clause.


  • The court found that the clause was unambiguous. 
  • The court held that because the contract was complete, clear, and unambiguous upon its face, the admission of extrinsic evidence that the clause was created for the benefit of the buyer was improper. 
  • It added that the buyer's assertion of bad faith was supported only by its vice-president's statement that one of the sellers told the broker, who then told the vice-president, that the sellers were doing nothing to defend the lawsuit so that they could cancel the contract and get a higher price for the property. 
  • Such evidence, it held, did not raise a triable issue of fact.

The court reversed the lower court's decision. It granted the sellers' motion for summary judgment.

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