Metropolitan Suburban Bus Authority v. County of Nassau

126 A.D.3d 434, 5 N.Y.S.3d 60

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: March 3, 2015
• Docket: 451042/12 14419 14418
• Status: Published

Opinion

Judgment, Supreme Court, New York County (Eileen Bransten, J.), entered October 16, 2013, dismissing the complaint and awarding costs to defendant, unanimously affirmed, without costs. Appeal from underlying order, same court and Justice, entered September 3, 2013, which granted defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

When read in the context of the entire agreement, the plain, unambiguous meaning of the disputed language in section 13 (ii) of the parties’ lease and operating agreement conclusively refutes, as a matter of law, plaintiffs contract claim that defendant was obligated to pay the post-contract termination labor costs due to plaintiffs former employees (see Richard Feiner & Co. Inc. v Paramount Pictures Corp., 95 AD3d 232, 237-238 [1st Dept 2012], lv denied 19 NY3d 814 [2012]). Section 13 (ii) provides that upon a party’s election to terminate the agreement (as occurred here), defendant would become accountable for plaintiffs post-termination wind-down labor costs associated with its employees continued furnishment of bus services for defendant only until such time as plaintiffs workforce was disbanded, or there was a transfer of such workforce to defendant’s payroll, or to the payroll of defend ant’s designated replacement operator. Defendant designated a new, privatized bus operator to take over plaintiffs bus services the day after the agreement was terminated. Thus, it never actively took over the bus operation, or utilized any of plaintiffs former workforce in the provision of bus services after the termination date. Accordingly, defendant is not liable for the wind-down labor costs of plaintiffs former employees, and the complaint was properly dismissed (see 150 Broadway N.Y. Assoc., L.P. v Bodner, 14 AD3d 1, 5-6 [1st Dept 2004]).

Plaintiffs proffered interpretation would render meaningless the language that conditions defendant’s obligation to pay post-termination labor costs on defendant’s subsequent operation of the bus system using plaintiffs former employees (see generally Two Guys from Harrison-N.Y. v S.F.R. Realty Assoc., 63 NY2d 396, 403 [1984]; 150 Broadway N.Y. Assoc., L.P., 14 AD3d at 6). A court may not, under the guise of construction, add or excise terms, or distort the meaning of terms used to make a new contract (see Ashwood Capital, Inc. v OTG Mgt., Inc., 99 AD3d 1, 7 [1st Dept 2012]), as plaintiffs interpretation would require.

Concur — Acosta, J.P., Andrias, Saxe, DeGrasse and Richter, JJ.