Under the contract, defendant was required to pay claimant for the total number of tubular markers installed, including those which replaced markers damaged by traffic. If an agreement is clear, complete and unambiguous, the contract should be enforced according to its terms, reading the document as a whole to put the words and phrases in proper focus ( see South Rd. Assoc., LLC v International Bus. Machs. Corp., 4 NY3d 272, 277). In general, "the express terms of a unit price contract govern the parties' rights and obligations" ( D.A. Elia Constr. Corp. v New York State Thruway Auth., 289 AD2d 665, 666; see e.g. Waltech Constr. Corp. v Town of Thompson, 237 AD2d 716, 717 [stating that agreed-upon unit price must be paid even if final amount is considerably in excess of estimates]). The bid proposal here called for 868 tubular markers, but due to the excessive damage of markers by traffic, claimant installed an additional 1,478.

Motions for leave to amend pleadings are liberally granted in the absence of prejudice or surprise ( see Leszczynski v. Kelly McGlynn, 281 A.D.2d 519, 520; Corsale v. Pantry Pride Supermarket, 197 A.D.2d 659, 660). Leave will be denied where the proposed amendment is palpably insufficient as a matter of law or is totally devoid of merit ( see Tarantini v. Russo Realty Corp., 273 A.D.2d 458, 459). The Supreme Court correctly denied those branches of the Town's motion which were for leave to assert the affirmative defense of unconscionability ( see Gillman v. Chase Manhattan Bank, 73 N.Y.2d 1, 10-12), and counterclaims for reformation ( see Chimart Assocs. v. Paul, 66 N.Y.2d 570, 573-574; Kadish Pharmacy v. Blue Cross and Blue Shield of Greater N.Y., 114 A.D.2d 439), cardinal change ( see Depot Constr. Corp. v. State of New York, 19 N.Y.2d 109, 112-113; Waltech Constr. Corp. v. Town of Thompson, 237 A.D.2d 716, 717-718), and rescission ( see Babylon Assocs. v. County of Suffolk, 101 A.D.2d 207, 215). However, the Supreme Court erred in granting that branch of the motion which was for leave to amend the answer to assert a counterclaim alleging fraud.

However, we disagree with Supreme Court's finding, as a matter of law, that plaintiff is not entitled to recover for the installation of more than 2,000 feet of six-inch laterals required under the contract, if proven. The record reflects that the contract was based on "unit price" and, hence, plaintiff may not necessarily be precluded from obtaining payment for six-inch laterals in excess of 2,000 feet ( see, Waltech Constr. Corp. v. Town of Thompson, 237 A.D.2d 716, 717; cf., Oriskany Falls Fuel v. Finger Lakes Gas Co., 186 A.D.2d 1021). Similarly, contrary to Supreme Court's suggestion, we find that questions of fact exist as to the effect of the change order and whether the six-inch pipe installed by plaintiff was included in the service connections or was a separate item used in connection with the house laterals.