18 Cited authorities

Greenfield v. Philles Records
98 N.Y.2d 562 (N.Y. 2002) Cited 1,913 times 2 Legal Analyses
Holding a "written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms"
W.W.W. Assocs v. Giancontieri
77 N.Y.2d 157 (N.Y. 1990) Cited 2,203 times 4 Legal Analyses
Holding that extrinsic evidence was immaterial, in part because the contract plainly manifested intent that all prior understandings were merged into the contract, which expressed the parties' full agreement
Kass v. Kass
91 N.Y.2d 554 (N.Y. 1998) Cited 552 times 1 Legal Analyses
Holding that the parties’ agreement controlled
Reiss v. Financial Performance Corporation
97 N.Y.2d 195 (N.Y. 2001) Cited 373 times
Holding courts "may not by construction add or excise terms, nor distort the meaning of those used and thereby make a new contract for the parties under the guise of interpreting the writing."
Jacobson v. Sassower
66 N.Y.2d 991 (N.Y. 1985) Cited 247 times
Affirming Jacobson v. Sassower, supra
Kasowitz, Benson, Torres & Friedman, Llp. v. Reade
98 A.D.3d 403 (N.Y. App. Div. 2012) Cited 76 times
Holding that an email proposing a fee arrangement, an email asking to have the arrangement "in place" and the email response, "Go," constitute an integrated agreement
Duane Reade v. Cardtronics
54 A.D.3d 137 (N.Y. App. Div. 2008) Cited 78 times 1 Legal Analyses
Reversing the granting of a motion to dismiss, holding that the subject contract provision, in context, was ambiguous
Jemzura v. Jemzura
36 N.Y.2d 496 (N.Y. 1975) Cited 194 times
Stating that an implied-in-fact contract "is just as binding as an express contract arising from declared intention, since in the law there is no distinction between agreements made by words and those made by conduct"
Crabtree v. Elizabeth Arden Sales Corp.
305 N.Y. 48 (N.Y. 1953) Cited 321 times
Holding that the statute of frauds does not require that the contract be in one document, and it may be pieced together out of separate writings, "connected with one another either expressly or by the internal evidence of subject-matter and occasion"
Shaw v. Manufacturers Hanover
68 N.Y.2d 172 (N.Y. 1986) Cited 115 times
Holding that ambiguous agreement between attorney and client must be construed in the client's favor

Kasowitz, Benson, Torres & Friedman, LLP, Appellant,v.Duane Reade, et al., Respondents.

18 Cited authorities

Holding a "written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms"

Holding that extrinsic evidence was immaterial, in part because the contract plainly manifested intent that all prior understandings were merged into the contract, which expressed the parties' full agreement

Holding that the parties’ agreement controlled

Holding courts "may not by construction add or excise terms, nor distort the meaning of those used and thereby make a new contract for the parties under the guise of interpreting the writing."

Affirming Jacobson v. Sassower, supra

Holding that an email proposing a fee arrangement, an email asking to have the arrangement "in place" and the email response, "Go," constitute an integrated agreement

Reversing the granting of a motion to dismiss, holding that the subject contract provision, in context, was ambiguous

Stating that an implied-in-fact contract "is just as binding as an express contract arising from declared intention, since in the law there is no distinction between agreements made by words and those made by conduct"

Holding that the statute of frauds does not require that the contract be in one document, and it may be pieced together out of separate writings, "connected with one another either expressly or by the internal evidence of subject-matter and occasion"

Holding that ambiguous agreement between attorney and client must be construed in the client's favor