Opinion
2012-06-5
REVMAN INTERNATIONAL INC., Plaintiff–Appellant, v. The CIT GROUP/COMMERCIAL SERVICES, INC., Defendant–Respondent.
Phillips Nizer LLP, New York (Donald L. Kreindler of counsel), for appellant. Hahn & Hessen LLP, New York (John P. Amato of counsel), for respondent.
Phillips Nizer LLP, New York (Donald L. Kreindler of counsel), for appellant. Hahn & Hessen LLP, New York (John P. Amato of counsel), for respondent.
Order, Supreme Court, New York County (Jeffrey K. Oing, J.), entered January 6, 2012, which granted defendant's motion for summary judgment dismissing the complaint, and denied plaintiff's cross motion for summary judgment, unanimously affirmed, with costs.
The duty to indemnify plaintiff for its attorneys' fees cannot be implied from the agreement, the purpose of which was to provide plaintiff with liquidity ( see Hooper Assoc. v. AGS Computers, 74 N.Y.2d 487, 549 N.Y.S.2d 365, 548 N.E.2d 903 [1989];Ayala v. Lockheed Martin Corp., 22 A.D.3d 394, 802 N.Y.S.2d 362 [2005] ). Contrary to plaintiff's contention, the parties' stipulation did not constitute an admission by defendant of any obligation to pay for the defense costs incurred by plaintiff in the adversary proceeding. In the absence of any duty, it is unnecessary to decide whether defendant was absolved of that duty because of plaintiff's alleged breach of the factoring agreement.
We have considered plaintiff's remaining contentions and find them unavailing.