Opinion
May 19, 1997
Appeal from the Supreme Court, Nassau County (Winick, J.).
Ordered that the order and judgment is affirmed, with costs.
The plaintiffs and defendants, all of whom are in the commercial vehicle leasing business, settled a prior litigation by entering into a stipulation of settlement and order, pursuant to which the defendants agreed, inter alia, not to "participate" in certain activities in the vehicle leasing business. The plaintiffs commenced this action after the defendants purchased a portfolio of vehicle leases, including existing limousine leases, from third parties. The plaintiffs contended that while the stipulation permitted the defendants to lease limousines in the ordinary course of their business, the defendants' purchase of the portfolio containing limousine leases constituted "participation" in a prohibited activity in violation of the stipulation of settlement. The complaint was properly dismissed.
"[A] contract is to be interpreted so as to give effect to the intention of the parties as expressed in the unequivocal language employed" (Morlee Sales Corp. v. Manufacturers Trust Co., 9 N.Y.2d 16, 19; see also, Breed v. Insurance Co., 46 N.Y.2d 351, 355). "Thus, `clear, complete writings should generally be enforced according to their terms'" (Matter of Wallace v. 600 Partners Co., 86 N.Y.2d 543, 548, quoting W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 160). "Evidence outside the four corners of the document as to what was really intended but unstated or mistated is generally inadmissible to add to or vary the writing" (W.W.W. Assocs. v. Giancontieri, supra, at 162; see also, Mercury Bay Boating Club v. San Diego Yacht Club, 76 N.Y.2d 256, 269-270). In the absence of any ambiguity, there are only documents to interpret, and the issue is one of law to be determined by the court (see, Olson Enters. v. Agway, Inc., 55 N.Y.2d 659, 661; Lui v. Park Ridge, 196 A.D.2d 579, 580; Stanita Realty Corp. v. Hughes Aircraft Co., 116 A.D.2d 567).
At bar, the pertinent paragraphs of the stipulation of settlement and order contain no ambiguities. The stipulation prohibits the defendants from directly or indirectly participating in certain activities for specified periods of time. The stipulation also provides that "participation" shall be defined as, "but shall not be limited to, directly or indirectly, leasing, contacting or networking persons and entities, advertising in trade journals or other publications, marketing, soliciting by mail, telephone or otherwise, attending or visiting trade shows, attending or visiting conventions, joining or becoming affiliated with or being a member of trade or lease associations" concerned with the prohibited industries. Nowhere in the definition of "participation" is the "purchase" of a portfolio of leases specifically prohibited.
Moreover, the stipulation expressly carved out an exception pursuant to which the defendants were permitted to lease limousines in their normal course of business, provided that they did not engage in activities which fall within the parties' definition of participation. If the plaintiffs intended to prohibit the defendants from purchasing, buying, or acquiring existing limousine leases, they could have used words to that effect and clearly stated so in the stipulation.
Miller, J. P., Copertino, Krausman and Florio, JJ., concur.