Opinion
November 24, 1992
Appeal from the Supreme Court, New York County (David B. Saxe, J.).
The plain language of Paragraph 3 of the third amendment to the lease dated March 27, 1991 clearly gave plaintiff the option to terminate the lease in the event defendant's gross sales for the calendar year 1990 did not exceed $2 million. Defendant was also required to timely submit a certified statement of such sales, but failed to do so as its sales fell below the $2 million figure. Where, as here, the terms of a written agreement are clear and unambiguous, the intent of the parties must be drawn therefrom (Lansing Research Corp. v Sybron Corp., 142 A.D.2d 816, 818). Generally, the signer of a written agreement is conclusively bound by its terms unless there is a showing of fraud, duress or other wrongful act (Columbus Trust Co. v Campolo, 110 A.D.2d 616, 617, affd 66 N.Y.2d 701). Since defendant's allegations of fraud are not supported by allegations of fact sufficient to satisfy CPLR 3016 (b) (see, Bramex Assocs. v CBI Agencies, 149 A.D.2d 383), its affirmative defenses and counterclaim were properly dismissed, and partial summary judgment in favor of plaintiff on its cause of action to recover the leased premises was properly granted.
Concur — Carro, J.P., Milonas, Ellerin, Wallach and Kupferman, JJ.