Opinion
2003-02802.
Decided March 22, 2004.
In an action to recover damages for breach of contract and breach of fiduciary duty, the defendant appeals from an order of the Supreme Court, Putnam County (Hickman, J.), dated March 14, 2003, which denied its motion, in effect, pursuant to CPLR 3211(a)(7) to dismiss the complaint.
Spain Spain, P.C., Mahopac, N.Y. (Bonnie N. Feinzig of counsel), for appellant.
Margolin Pierce, LLP, New York, N.Y. (Philip Pierce and Errol F. Margolin of counsel), for respondents.
Before: MYRIAM J. ALTMAN, J.P., GABRIEL M. KRAUSMAN, HOWARD MILLER, BARRY A. COZIER, JJ.
DECISION ORDER
ORDERED that the order is reversed, on the law, with costs, the motion is granted, and the complaint is dismissed.
It is a primary rule of contract construction that "when parties set down their agreement in a clear, complete document, their writing should as a rule be enforced according to its terms" ( W.W.W. Assocs. v. Giancontieri, 77 N.Y.2d 157, 162; Matter of Korsinsky v. Tax Commr., City of N.Y., 300 A.D.2d 306). Moreover, "[i]nterpretation of an unambiguous contract provision is a function for the court, and matters extrinsic to the agreement may not be considered when the intent of the parties can be gleaned from the face of the instrument" ( Teitelbaum Holdings v. Gold, 48 N.Y.2d 51, 56; see Matter of Korinsky v. Tax Commr., City of N.Y., supra; Lamont v. Story Book Homes, 288 A.D.2d 351, 351-352).
Here, the construction loan agreement (hereinafter the agreement) between the plaintiffs, as borrowers, and the defendant bank, unambiguously required the plaintiffs to assume responsibility for the selection of an appropriate builder, and provided that all inspections and other services rendered by the defendant would be solely for its own protection, and not for the protection of the plaintiffs. Moreover, "the usual obligation and duty of a construction lender does not require supervision of the construction project" ( Amsterdam Sav. Bank v. Marine Midland Bank, 121 A.D.2d 815), and the agreement did not obligate the defendant to ensure that the builder hired by the plaintiffs properly performed its duties before the defendant honored the builder's requests for disbursement of construction funds ( see Davis v. Chessari, 239 A.D.2d 457). Accordingly, the plaintiffs' breach of contract claim, which seeks damages for the costs allegedly incurred by the plaintiff in hiring a second builder to complete their home, failed to state a cause of action against the defendant.
Furthermore, the arms-length contractual relationship between the plaintiffs and the defendant did not give rise to a fiduciary relationship ( see River Glen Assoc. v. Merrill Lynch Credit Corp., 295 A.D.2d 274; Wit Holding Corp. v. Klein, 282 A.D.2d 527; Wiener v. Lazard Freres Co., 241 A.D.2d 114). Thus, the complaint failed to state a cause of action to recover damages for breach of fiduciary duty.
ALTMAN, J.P., KRAUSMAN, H. MILLER and COZIER, JJ., concur.