Opinion
February 25, 1992
Appeal from the Supreme Court, New York County (Francis Pecora, J.).
The agreement is clear on its face with respect to defendants' obligations to indemnify plaintiff for the acquired company's tax deficiencies for tax years prior to the closing. As the clauses in question are reasonably susceptible of only one interpretation, the IAS court properly refused to consider extrinsic evidence intended to show that the transaction reference to "Reliance" in section 8.5 (d) of the agreement was to both defendants. (Namad v. Salomon Inc., 74 N.Y.2d 751, 753.)
There is a presumption that a deliberately prepared and executed written instrument manifests the true intention of the parties (see, Backer Mgt. Corp. v. Acme Quilting Co., 46 N.Y.2d 211, 219); such a presumption should apply with even greater force when the instrument is between sophisticated, counseled businessmen (see, Namad v. Salomon Inc., supra). We modify because prejudgment interest was erroneously awarded from the date when plaintiff made its demand for indemnification. It should have been awarded from the date when payment to the IRS was made and the claim accrued (see, Bay Ridge Air Rights v State of New York, 44 N.Y.2d 49; Bethlehem Steel Corp. v Youngstown Cartage Co., 79 A.D.2d 902).
Concur — Murphy, P.J., Wallach, Kupferman, Asch and Smith, JJ.