Interpretation of Contracts; SOLD!

"[A] written agreement that is complete, clear and unambiguous on its
face must be enforced according to the plain meaning of its terms" (Greenfield v Philles Records, 98 NY2d 562, 569; see Salerno v Odoardi, 41 AD3d 574,
575). " [E]xtrinsic and parol evidence is not admissible to create an
ambiguity in a written agreement which is complete and clear and
unambiguous upon its face'" (W.W.W. Assocs. v Giancontieri, 77 NY2d 157, 163, quoting Intercontinental Planning v Daystrom, Inc., 24
NY2d 372, 379). Contrary to the defendants' contention, the Supreme
Court properly found that the language of the parties' license
agreement was clear and unambiguous as to the payment by the defendants
of certain royalties for compact discs that were "sold," even if the
compact discs were later returned by the defendants' customers. In this
regard, the subject agreement provided that the defendants would be
responsible for paying royalties to the plaintiff for compact [*2]discs
"made, used, sold or otherwise disposed of" by the defendants. The
agreement further provided that a product "shall be considered sold
when invoiced, or if not invoiced, when delivered to a party other than
the manufacturer." Accordingly, the plaintiff made a prima facie
showing of its entitlement to judgment as a matter of law on the issue
of liability with respect to so much of the complaint as sought the
payment of certain royalties for compact discs that were sold but later
returned by the defendants' customers (see Meirowitz v Bayport-Bluepoint Union Free School Dist., 57 AD3d 858, 860). In opposition thereto, the defendants failed to raise a triable issue of fact (see Alvarez v Prospect Hosp., 68 NY2d 320, 324).