Schechter Associates, Inc. v. Major League Baseball Players Ass'n

256 A.D.2d 97, 681 N.Y.S.2d 266, 1998 N.Y. App. Div. LEXIS 13264

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: December 10, 1998
• Status: Published

Opinion

—Order, Supreme Court, New York County (Stephen Crane, J.), entered October 8, 1997, which, to the extent appealed from, granted plaintiff’s motion for partial summary judgment as to liability on its first two causes of action and dismissing defendant’s first and second counterclaims, and ensuing judgments (two papers), same court and Justice, entered December 5, 1997 and March 31, 1998, dismissing defendant’s first and second counterclaims and together awarding plaintiff the total amount of $1,784,080.96, unanimously affirmed, with costs.

The motion court properly found the subject agency agreement ambiguous, as it “may be parsed in two different, equally logical ways” (Delaware Otsego Corp. v Niagara Fire Ins. Co., 192 AD2d 911, 912, lv dismissed 82 NY2d 705). It therefore properly considered the parties’ practical construction as objectively manifested by their uniform dealings (see, Kantor v Bernstein, 245 AD2d 138) and correctly concluded therefrom that the parties’ contract, obligating defendant to pay plaintiff licensing agency commissions on business done by defendant with a certain licensee, applied as well where the business upon which the subject commissions were calculated was done by defendant with the licensee’s successor corporation. Given the clarity with which defendant by its prelitigation conduct acknowledged the obligation now at issue, defendant’s subsequent protestations of inadvertence and error were not sufficient to raise factual issues necessitating a trial. Concur— Lerner, P. J., Ellerin, Andrias and Saxe, JJ.