Opinion
2014-03-20
OSPREY PARTNERS, LLC, Plaintiff–Respondent, v. The BANK OF NEW YORK MELLON CORPORATION, et al., Defendants–Appellants.
Proskauer Rose LLP, New York (Stephen L. Ratner of counsel), for appellants. Balber Pickard Maldonado & Van Der Tuin, PC, New York (Roger J. Maldonado of counsel), and Law Offices of Leland W. Hutchinson, Chicago, IL (Leland W. Hutchinson of the bar of the State of Illinois, admitted pro hac vice, of counsel), for respondent.
Proskauer Rose LLP, New York (Stephen L. Ratner of counsel), for appellants. Balber Pickard Maldonado & Van Der Tuin, PC, New York (Roger J. Maldonado of counsel), and Law Offices of Leland W. Hutchinson, Chicago, IL (Leland W. Hutchinson of the bar of the State of Illinois, admitted pro hac vice, of counsel), for respondent.
TOM, J.P., FRIEDMAN, MANZANET–DANIELS, GISCHE, CLARK, JJ.
Order, Supreme Court, New York County (O. Peter Sherwood, J.), entered March 11, 2013, which granted plaintiff's motion for summary judgment on its breach of contract claim to recover contingent payments arising from defendants' use of its investment portfolio accounting software, and denied defendants' cross motion for summary judgment dismissing the complaint, unanimously reversed, on the law, with costs, plaintiff's motion denied and defendants' cross motion granted. The Clerk is directed to enter judgment accordingly.
Under well-established principles of contract interpretation, agreements are generally construed in accord with the parties' intent ( Slatt v. Slatt, 64 N.Y.2d 966, 967, 488 N.Y.S.2d 645, 477 N.E.2d 1099 [1985] ), and the best evidence of the parties' intent is “what they say in their writing” ( Slamow v. Del Col, 79 N.Y.2d 1016, 1018, 584 N.Y.S.2d 424, 594 N.E.2d 918 [1992] ). Thus, where the terms of a contract are clear and unambiguous, “the intent of the parties must be found within the four corners of the document” ( ABS Partnership v. AirTran Airways, 1 A.D.3d 24, 29, 765 N.Y.S.2d 616 [1st Dept.2003] ), and extrinsic evidence is not to be considered ( see W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157, 162–163, 565 N.Y.S.2d 440, 566 N.E.2d 639 [1990] ).
In view of the foregoing principles, we find that paragraph 2.06 of the subject agreement contemplates “use” of the subject software to apply only where actual portfolio accounting had been performed on actual existing customer accounts loadedon the software in a production environment for customer access. It does not apply to accounts that were loaded merely to test the functionality of the software or mistakenly loaded accounts.