Gotham Partners, L.P. v. High River Limited Partnership

33 A.D.3d 453, 824 N.Y.S.2d 2

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: October 19, 2006
• Status: Published

Opinion

Order, Supreme Court, New York County (Karla Moskowitz, J.), entered September 6, 2005, which, inter alia, granted plaintiffs’ cross motion for partial summary judgment as to liability, unanimously affirmed, with costs.

Section 1.4 of the parties’ Unit Purchase Agreement unambiguously provided that plaintiff sellers would be entitled to an additional purchase price upon a subsequent “sale or other transfer” of the sale units by defendant purchaser. The motion court, taking into consideration the reasonable expectations of the contracting parties, as their agreement clearly evinces when read in part or as a whole (see Sutton v East Riv. Sav. Bank, 55 NY2d 550, 555 [1982]), properly construed this broad language to include the subsequent merger transaction pursuant to which defendant received cash in exchange for the sale units (see Paddington Partners v Bouchard, 730 F Supp 1241, 1244 [SD NY 1990]).

We have considered defendant’s remaining arguments and find them unavailing. Concur—Buckley, EJ., Tom, Marlow, Nardelli and Williams, JJ.