NRT New York, LLC v. Kontos

Appellate Division of the Supreme Court of New York

NRT New York, LLC v. Kontos

101 A.D.3d 584, 955 N.Y.2d 518

Appellate Division of the Supreme Court of the State of New York·Decided December 20, 2012·Published

Opinion

The indemnification clause at issue here clearly and unambiguously makes third-party defendant Triton’s indemnification of Kontos conditioned upon Triton’s use of a broker other than Corcoran. Thus, Triton promised that if it violated the contract by dealing with another broker and that broker sued Kontos, Triton would indemnify Kontos for the cost of defending such suit. With regard to indemnification, the sales contract promised that, and nothing more, and this Court rejects Kontos’ attempt to read into the clause a duty by Triton to otherwise indemnify Kontos (see Hooper Assoc. v AGS Computers, 74 NY2d 487, 491-492 [1989]). Moreover, neither Kontos’ conclusory allegations in his complaint nor parol evidence may be used to alter the plain meaning of the contract (WWW Assoc. v Giancontieri, 77 NY2d 157, 163 [1990]; Harvey v Greenberg, 82 AD3d 683 [1st Dept 2011]). Concur — Tom, J.P., Sweeny, DeGrasse, Manzanet-Daniels and Clark, JJ.

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The indemnification clause at issue here clearly and unambiguously makes third-party defendant Triton’s indemnification of Kontos conditioned upon Triton’s use of a broker other than Corcoran. Thus, Triton promised that if it violated the contract by dealing with another broker and that broker sued Kontos, Triton would indemnify Kontos for the cost of defending such suit. With regard to indemnification, the sales contract promised that, and nothing more, and this Court rejects Kontos’ attempt to read into the clause a duty by Triton to otherwise indemnify Kontos (see Hooper Assoc. v AGS Computers, 74 NY2d 487, 491-492 [1989]). Moreover, neither Kontos’ conclusory allegations in his complaint nor parol evidence may be used to alter the plain meaning of the contract (WWW Assoc. v Giancontieri, 77 NY2d 157, 163 [1990]; Harvey v Greenberg, 82 AD3d 683 [1st Dept 2011]). Concur — Tom, J.P., Sweeny, DeGrasse, Manzanet-Daniels and Clark, JJ.

NRT New York, LLC v. Kontos, 101 A.D.3d 584, 955 N.Y.2d 518 (N.Y. Ct. App. 2012).

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101 A.D.3d 584 (NRT New York, LLC v. Kontos) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Opinion

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