Fundamental Long Term Care Holdings, LLC v. Cammeby's Funding LLC

92 A.D.3d 449, 938 N.Y.2d 57

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: February 7, 2012
• Status: Published

Opinion

Regardless of which document was executed first, the motion court correctly found unambiguous the parties’ option agreement entitling defendant Cammeby’s to acquire units of the LLC for $1,000 without the need for any capital contribution. We note that the integration clause in the option agreement bars parol evidence of the parties’ intent and of any other agreements or understandings (see Torres v D’Alesso, 80 AD3d 46 [2010]). Under the circumstances, we reject plaintiffs’ contention that defendants obtained an improper windfall.

We have considered plaintiffs’ additional arguments and find them unavailing. Concur — Mazzarelli, J.P, Andrias, DeGrasse, Richter and Abdus-Salaam, JJ.