W.W.W. Associates, Inc. v. Giancontieri

77 N.Y.2d 157, 566 N.E.2d 639 (1990)

From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

W.W.W. Associates, Inc. v. Giancontieri

New York Court of Appeals
77 N.Y.2d 157, 566 N.E.2d 639 (1990)

W.W.W. Associates, Inc. v. Giancontieri

Facts

Frank Giancontieri and others (the property owners) (defendants) owned two acres of land in New York. They contracted to sell that land to property developer W.W.W. Associates (W.W.W.) (plaintiff). The land was subject to pending litigation. The sales contract contained a reciprocal cancellation provision stating that if the litigation was not resolved by a specified date, then either party could cancel the contract. The contract also contained a merger clause stating that the contract was the parties’ full agreement and that no party was relying on statements other than those expressed in the contract. As the date triggering the cancellation provision neared, W.W.W. filed a suit against the property owners, seeking specific performance of the sales contract. However, once the trigger date passed, the property owners notified W.W.W. that they were canceling the transaction. The property owners then sought summary judgment dismissing the suit for specific performance, arguing that the contract expressly gave them the right to cancel. W.W.W. countered that the parties intended the cancellation provision to be exercisable only by W.W.W. and offered an affidavit from W.W.W.’s vice president regarding that aspect of the parties’ negotiations. The trial court dismissed the suit, holding that the agreement unambiguously gave the property owners the right to cancel. The appeals court reversed, granting specific performance. The property owners then appealed to the New York Court of Appeals.

Rule of Law

Issue

Holding and Reasoning (Kaye, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 824,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

Here's why 824,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 989 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 824,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 989 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership