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

1990 New York Court of Appeals

• Buyer suing seller of real property. During negotiations, clause was added stating that if litigation was unresolved by June 1, 1987, then contract could be cancelled by either party. Defendants cancelled contract on June 2.
• May 13, buyer said they were willing to go through with purchase regardless of pending litigation.
• Plaintiff claimed that clause was inserted for protection of the plaintiff, thus they could waive their rights to cancellation, therefore eliminating option.
• Contract included merger clause, however, and evidence that clause was added for the benefit of plaintiff was not material to contract.
• Contract was complete and final on its face, thus judge doesn’t not go beyond the ‘four corners’ of the document.
• With real property in particular, it is important that writings be accurate and followed.
• Other paragraphs of contract suggest that parties gave absolote rights to one party or the other in some cases, they could have done it in this case.
• Parties were both sophisticated business people, not using form contract.
• Other arguments: rewards careful drafting, may reduce litigation.
• Arguments for plaintiff: if real benefit was supposed to flow to plaintiff, then plaintiff had right to waive it. Response: clause benefits both parties.

Author: international