W.W.W. Associates, Inc. v. Giancontieri
Court of Appeals of New York
566 N.E.2d 639 (N.Y. 1990)
Defendants contracted to sell a parcel of land to the plaintiff. The contract contained a reciprocal cancellation provision stating that if litigation the defendants were involved in at the time did not conclude by a certain date, either party may cancel the contract. In addition, the contract contained a merger clause stating that the contract was the parties’ full agreement and that all prior agreements between them were merged into the contract. The defendants’ litigation was still ongoing when the relevant date passed, and the defendants cancelled the contract. The plaintiff brought suit for specific performance, claiming that the cancellation provision was meant to apply to the plaintiff only and offering to introduce extrinsic evidence of the origination of the clause.
Rule of Law
Holding and Reasoning (Kaye, J.)
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