Belknap v. Dean Witter & Co., Inc.

New York Court of Appeals

Belknap v. Dean Witter & Co., Inc.

462 N.E.2d 125, 61 N.Y.2d 802, 473 N.Y.S.2d 948, 1984 N.Y. LEXIS 4078

CourtNew York Court of Appeals

DecidedFebruary 16, 1984

StatusPublished

Cited by7 cases

This text of 462 N.E.2d 125 (Belknap v. Dean Witter & Co., Inc.) is published on Counsel Stack Legal Research, covering New York Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Belknap v. Dean Witter & Co., Inc., 462 N.E.2d 125, 61 N.Y.2d 802, 473 N.Y.S.2d 948, 1984 N.Y. LEXIS 4078 (N.Y. 1984).

Pincite

Opinion

OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

The April, 1968, corporate resolution of Laird, Bissel & Meeds, Inc. (LBM), on which plaintiffs’ decedent’s right to a pension is grounded, provided that “[i]n case of merger, the firm would attempt to have the pension continued, but could not, of course, guarantee that this would be the case.” As a consequence of this limitation, at the moment LBM *804 merged with defendant, LBM’s responsibility to provide a pension could not be deemed a “debt, liability, [or] duty” that defendant agreed or was obligation to assume under section 1 (b) (ii) of the merger agreement. Insofar as that agreement was otherwise silent on the issue whether defendant had contracted to provide the pension, it was proper to admit extrinsic evidence that was probative of the parties’ intent (see Bethlehem Steel Co. v Turner Constr. Co., 2 NY2d 456, 460).

Chief Judge Cooke and Judges Jasen, Jones, Wachtler, Meyer and Kaye concur; Judge Simons taking no part.

Order affirmed, with costs, in a memorandum.

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OPINION OF THE COURT

Memorandum.

The order of the Appellate Division should be affirmed, with costs.

The April, 1968, corporate resolution of Laird, Bissel & Meeds, Inc. (LBM), on which plaintiffs’ decedent’s right to a pension is grounded, provided that “[i]n case of merger, the firm would attempt to have the pension continued, but could not, of course, guarantee that this would be the case.” As a consequence of this limitation, at the moment LBM *804 merged with defendant, LBM’s responsibility to provide a pension could not be deemed a “debt, liability, [or] duty” that defendant agreed or was obligation to assume under section 1 (b) (ii) of the merger agreement. Insofar as that agreement was otherwise silent on the issue whether defendant had contracted to provide the pension, it was proper to admit extrinsic evidence that was probative of the parties’ intent (see Bethlehem Steel Co. v Turner Constr. Co., 2 NY2d 456, 460).

Chief Judge Cooke and Judges Jasen, Jones, Wachtler, Meyer and Kaye concur; Judge Simons taking no part.

Order affirmed, with costs, in a memorandum.

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Bluebook (online)

462 N.E.2d 125, 61 N.Y.2d 802, 473 N.Y.S.2d 948, 1984 N.Y. LEXIS 4078, Counsel Stack Legal Research, https://law.counselstack.com/opinion/belknap-v-dean-witter-co-inc-ny-1984.

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