Opinion
2014-09-23
ORIX VENTURE FINANCE LLC, Plaintiff–Respondent, v. EAGLE LTD., et al., Defendants–Appellants.
Coughlin Duffy LLP, New York (Joseph C. Amoroso of counsel), for appellants. Wollmuth Maher & Deutsch LLP, New York (Michael Ledley and Fletcher W. Strong of counsel), for respondent.
Coughlin Duffy LLP, New York (Joseph C. Amoroso of counsel), for appellants. Wollmuth Maher & Deutsch LLP, New York (Michael Ledley and Fletcher W. Strong of counsel), for respondent.
Order and judgment (one paper), Supreme Court, New York County (Anil C. Singh, J.), entered April 18, 2013, granting plaintiff's motion for summary judgment, and awarding plaintiff $3 million in general damages on its first and second causes of action as against defendants, prejudgment interest totaling $303,287.67 from March 4, 2012 through the judgment entry date, postjudgment interest at 9% until satisfaction of the judgment, and attorney's fees in an amount to be determined by a special referee following a hearing, unanimously affirmed, with costs. Appeal from underlying order, same court and Justice, entered November 26, 2012, unanimously dismissed, without costs, as subsumed in the appeal from the order and judgment.
Defendants' interpretation of the language in the parties' loan purchase agreement—that the acceleration term therein only applied to purchase loan installments that had already become due and remained unpaid—disregards general contract principles that the contracting parties' intent be gleaned from their written agreement as a whole, with an understanding that the interpretation is to give effect to the writing's general purpose, and that the plain meaning of terms utilized is to apply, unless they are otherwise defined ( see generally Williams Press v. State of New York, 37 N.Y.2d 434, 440, 373 N.Y.S.2d 72, 335 N.E.2d 299 [1975]; Triax Capital Advisors, LLC v. Rutter, 83 A.D.3d 490, 921 N.Y.S.2d 54 [1st Dept.2011], appeal dismissed17 N.Y.3d 804, 931 N.Y.S.2d 549, 956 N.E.2d 266 [2011]; Banco Espirito Santo, S.A. v. Concessionária Do Rodoanel Oeste S.A., 100 A.D.3d 100, 951 N.Y.S.2d 19 [1st Dept.2012] ). Application of these principles supports the motion court's finding, as a matter of law, that the contested acceleration language authorized plaintiff lender to resort to any remedy at law or in equity, including acceleration of defendants' full obligations under the agreement. The corporate defendant did not dispute its failure to cure its default on an obligation to tender a minimum one million dollar payment owing to plaintiff by a date specified in the agreement, and the acceleration provision obligated the corporate defendant to make full payment of all obligations due under the agreement. Defendants' interpretation of the acceleration language is rejected, as it fails to give meaning to all the terms in the remedies provision, and it effectively renders part of the contract meaningless ( see Two Guys from Harrison–N.Y. v. S.F.R. Realty Assoc., 63 N.Y.2d 396, 403, 482 N.Y.S.2d 465, 472 N.E.2d 315 [1984] ).
Defendants' argument that summary judgment was improperly awarded to plaintiff because plaintiff failed to establish prima facie that the defendants caused the plaintiff injury, and failed to establish the amount of damages, was refuted by the record, which includes contract documents that clearly define the parties' respective obligations and the amounts due thereunder ( see generally General Acceptance Corp. v. Masmo, Inc., 33 A.D.2d 57, 304 N.Y.S.2d 822 [1st Dept.1969] ). The plain terms of the contract documents refute defendants' defenses ( see id.), and establish the individual defendant's obligation as an unconditional guarantor of the corporate defendant's performance under the agreement.
We have considered defendants' remaining arguments and find them unavailing. FRIEDMAN, J.P., ACOSTA, SAXE, GISCHE, KAPNICK, JJ., concur.