Opinion
June 12, 1995
Appeal from the Supreme Court, Nassau County (Christ, J.).
Ordered that the cross appeal is dismissed as abandoned; and it is further,
Ordered that the judgment is affirmed insofar as appealed from; and it is further,
Ordered that the plaintiff is awarded one bill of costs.
A partnership agreement which provides that, upon the death of one partner, his interest shall pass to the surviving partner, lies in contract, and is unquestionably valid (see, Matter of Hillowitz, 22 N.Y.2d 107, 109; Matter of Gross, 35 A.D.2d 830, affd 29 N.Y.2d 739). Additionally, where the terms of a provision are clear and unambiguous, the intent of the parties must be determined in accordance with that language (Chase v. Skoy, 146 A.D.2d 563; Carvel Corp. v. Rait, 117 A.D.2d 485).
In this case, the partnership agreement, read as a whole, clearly manifests an intent to give the plaintiff sole ownership of Perfect Manufacturers Supply Co. in the event the decedent predeceased him. Since the plaintiff proffered sufficient evidence to demonstrate that no triable issues of fact existed, and the defendant's papers in opposition were insufficient to demonstrate that the partnership agreement was not in existence at the time of the decedent's death, summary judgment was properly granted (see, Zuckerman v. City of New York, 49 N.Y.2d 557). Sullivan, J.P., Miller, Pizzuto and Friedmann, JJ., concur.