Escolar Documentos
Profissional Documentos
Cultura Documentos
3d 429
BACKGROUND
2
After the payments ceased, Collins's attorney wrote to MGI in a letter dated
December 8, 1999, demanding that it issue a letter of credit as required by the
Settlement Agreement in the event of a missed payment. MGI did not do so. In
May 2000, MGI filed for bankruptcy. At some point after the bankruptcy filing,
Collins contacted defense counsel claiming that Harrison-Bode was personally
liable for the settlement payments and demanding payment.
DISCUSSION
5
Harrison-Bode first argues that the district court erred in concluding that the
Settlement Agreement is unambiguous. She also argues that we should resolve
the ambiguity in her favor in light of the extrinsic evidence, and that we should
reverse the district court's denial of her cross-motion for reformation and reform
the agreement to correct the parties' mutual mistake.
I. Ambiguity in the Settlement Agreement
Harrison-Bode argues that the term "Monet," which the district court
interpreted as unambiguously including Harrison-Bode in the settlement, is
ambiguous when the agreement is considered in its entirety. The term "Monet"
first appears in the Settlement Agreement in the preambulary release clause (the
"release clause"), which provides as follows:
Group, Inc., its parent, subsidiaries, affiliates, successors and assigns, members,
officers, employees, representatives, insurance carriers and agents, Judith
Harrison-Bode (collectively "Monet"), and James J. Collins, Jr., his heirs,
administrators and assigns ("Collins").
8
Monet shall pay to Collins ... the sum of one hundred and twenty-five thousand
dollars ($125,000) (the "Initial Payment") as and for reimbursement for
business, relocation and other expenses incurred by Collins. In addition, Monet
agrees to pay directly into a deferred compensation account to be solely
established by Collins ... the sum of $525,000 to be paid over a period of twelve
(12) months ... at a rate of $43,750 per month ....
10
Despite being included in the definition of "Monet" as set forth in the release
clause, Harrison-Bode argues that the parties never intended for her to be
responsible for funding the settlement payments. She contends that the use of
the term "Monet" in the Settlement Agreement is ambiguous, pointing to a
number of inconsistent ways that the term is used, some of which could be
referring only to MGI.
11
12
In response, plaintiff Collins contends that the term "Monet" is clear and that its
meaning is corroborated by the General Release, which is incorporated into the
Settlement Agreement by reference. See Settlement Agreement 4. The
General Release provides, in pertinent part, as follows:
13
James J. Collins Jr. in consideration of the sum of Six Hundred and Fifty
Thousand Dollars as RELEASOR, received from Monet Group, Inc., The
Monet Group Holdings, Inc. and Judith Harrison-Bode as RELEASEES ...
discharges the RELEASEES ... from ... any claims or causes of action in tort,
express or implied contract, public policy, or statute....
14
The General Release, Collins contends, reaffirms that both MGI and HarrisonBode are liable for the settlement payments and that the Settlement Agreement
is not ambiguous. Collins also argues that, should we conclude that "Monet" is
ambiguous, the case should be remanded to the district court for further factfinding because the record does not contain all of the relevant extrinsic
evidence.
15
16
17
Under New York law,1 the question of ambiguity vel non must be determined
from the face of the agreement, without reference to extrinsic evidence. Kass v.
Kass, 91 N.Y.2d 554, 566, 673 N.Y.S.2d 350, 696 N.E.2d 174 (1998); see also
Terwilliger v. Terwilliger, 206 F.3d 240, 245 (2d Cir.2000) (construing New
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[p]articular words should be considered, not as if isolated from the context, but
in the light of the obligation as a whole and the intention of the parties as
manifested thereby. Form should not prevail over substance and a sensible
meaning of words should be sought.
20
Kass, 91 N.Y.2d at 566, 673 N.Y.S.2d 350, 696 N.E.2d 174 (quoting William
C. Atwater & Co. v. Panama R.R. Co., 246 N.Y. 519, 524, 159 N.E. 418
(1927)).
21
A contextual reading of the term "Monet" leads us to conclude that the term's
meaning is ambiguous and that it is used in a number of ways throughout the
agreement that cannot be reconciled without resorting to parol evidence. As the
Appellate Division for the First Department has explained, "[w]here ... there are
internal inconsistencies in a contract pointing to ambiguity, extrinsic evidence
is admissible to determine the parties' intent." Fed. Ins. Co. v. Americas Ins.
Co., 258 A.D.2d 39, 691 N.Y.S.2d 508, 512 (1st Dep't 1999).
22
In Federal Insurance Co., the court was faced with the question of whether a
particular wholly-owned subsidiary was covered under the terms of its parent
company's insurance policy. Despite that the policy expressly stated that it
covered "each and every owned and/or actively managed and/or financially
controlled subsidiary, organization, company, corporation, joint venture,
partnership, or other entity," id. at 510, the court concluded that the contract
was ambiguous due to internal inconsistencies in the agreement. Id. at 511-12.
The court then examined extrinsic evidence that led it to find that the
subsidiary was not covered by the policy. Id. at 512-13.
23
Similarly in this case, notwithstanding that the release clause at issue includes
Harrison-Bode within its definition of "Monet," the uses of that term are
inconsistent and irreconcilable. Furthermore, the sample letter of credit
appended to the Settlement Agreement, and appropriately considered as within
the four corners of the contract, supports Harrison-Bode's argument that the
parties intended that only MGI would be responsible for the settlement
payments. As the district court observed, the sample letter of credit "requires, as
a condition of its issue, that either `James Collins (or Gail I. Auster[, Esq.])'
swear under oath that `I have not received payment from The Monet Group,
Inc.'" Collins, 2001 WL 293821, at *2.
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Because the remedy of reformation presents the danger "that a party, having
27
Because the remedy of reformation presents the danger "that a party, having
agreed to a written contract that turns out to be disadvantageous, will falsely
claim the existence of a different, oral contract," Chimart, 66 N.Y.2d at 573,
498 N.Y.S.2d 344, 489 N.E.2d 231, the New York courts have sharply limited
the remedy of reformation both procedurally and substantively. Id. at 574, 498
N.Y.S.2d 344, 489 N.E.2d 231. "The proponent of reformation must `show in
no uncertain terms, not only that mistake or fraud exists, but exactly what was
really agreed upon between the parties.'" Id. (quoting George Backer Mgmt.
Corp. v. Acme Quilting Co., 46 N.Y.2d 211, 219, 413 N.Y.S.2d 135, 385
N.E.2d 1062 (1978)); see also Healy v. Rich Prods. Corp., 981 F.2d 68, 73 (2d
Cir.1992) ("To reform a contract, mutual mistake must be established by clear
and convincing evidence. Unilateral mistake alone will not justify reformation
of an instrument." (applying New York law)) (citations omitted).
28
The extrinsic evidence submitted by Harrison-Bode does not meet New York's
stringent standard for reformation because it does not show "in no uncertain
terms... exactly what was really agreed upon between the parties." Chimart, 66
N.Y.2d at 574, 498 N.Y.S.2d 344, 489 N.E.2d 231 (quoting George Backer
Mgmt., 46 N.Y.2d at 219, 413 N.Y.S.2d 135, 385 N.E.2d 1062). To order
reformation, we would have to conclude that the meaning of the term "Monet,"
as included in the final agreement, was intended by all parties to refer only to
MGI. This conclusion is not warranted on the present record. The district
court's denial of plaintiff's cross-motion for reformation is therefore affirmed.
CONCLUSION
29
The judgment of the district court is affirmed in part, vacated in part, and the
case is remanded for further proceedings consistent with this opinion. Each
party shall bear its own costs for this appeal.
Notes:
1
The Settlement Agreement specifically provides that New York law applies,
and the parties have not argued otherwise. Accordingly, "[w]e see no reason for
us not to apply the law of New York."VKK Corp. v. Nat'l Football League, 244
F.3d 114, 129 n. 10 (2d Cir.2001) (applying New York law where contract at
issue specified that New York law applies and the parties proceeded "on the
assumption that New York law applies").