Best Evidence / Written Agreements / Electronic Signatures

Eccleston Hall v Paez, 2010 NY Slip Op 07142 (App. Div., 2nd 2010)

" The best evidence of what parties to a written agreement intend is what they say in their writing'" (Greenfield v Philles Records, 98 NY2d 562, 569, quoting Slamow v Del Col, 79 NY2d 1016, 1018). Further, "[w]hen the terms of a written contract are clear and unambiguous, the intent of the parties must be found within the four corners of the contract, giving practical interpretation to the language employed and the parties' reasonable expectations" (Franklin Apt. Assocs., Inc. v Westbrook Tenants Corp., 43 AD3d 860, 861 [internal citations omitted]; see Gutierrez v State of New York, 58 AD3d 805, 807). The rule that "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 at 569) is of special import in the context of real property transactions where commercial certainty is important and the contract was negotiated between sophisticated counseled parties negotiating at arms length (see M & R Rockaway v SK Rockaway Real Estate Co., 74 AD3d 759).

Torres v D'Alesso, 2010 NY Slip Op 07127 (App. Div., 1st 2010)

When both parties to a real estate sales contract have executed and delivered to the other party a completely integrated written contract containing the specific language that any prior oral agreements or representations are merged into the writing, and that "neither party rel[ies] upon any statement made by anyone else that is not set forth in this contract," such a contract may not be avoided by a claim of a prior orally agreed- upon condition precedent to the effectiveness of the contract. The rule that the parties to a written contract may orally agree to a condition precedent to the effectiveness of the contract, so that a party must be permitted to prove by parol evidence a claim that the contract never became effective because the condition precedent never occurred (see Hicks v Bush, 10 NY2d 488, 491 [1962]), is not applicable under circumstances such as those presented here. Even if the rule were applicable here, the purported condition would be unenforceable because it contradicts terms of the writing. And, the words used to create the condition lack the "clear language showing that the parties intended to make it a condition" (Unigard Sec. Ins. Co. v North Riv. Ins. Co., 79 NY2d 576, 581 [1992]) that is necessary to validly create a condition precedent to the effectiveness of the contract.

Naldi v Grunberg, 2010 NY Slip Op 07079 (App. Div., 1st 2010)

At the outset of our analysis, we reject defendant's argument that an e-mail can never constitute a writing that satisfies the statute of frauds of GOL § 5-703 ("Conveyances and [*5]contracts concerning real property required to be in writing")[FN2]. Again, this Court has held in other contexts that e-mails may satisfy the statute of frauds (see Williamson v Delsener, 59 AD3d 291 [2009] [stipulation settling litigation]; Stevens v Publicis, S.A., 50 AD3d 253, 254-255 [2008], lv dismissed 10 NY3d 930 [2008] [modification of written agreement barring oral changes], citing Rosenfeld v Zerneck, 4 Misc 3d 193 [Sup Ct, Kings County 2004] [stating, in dicta, that an e-mail reflecting an agreement to sell real property may satisfy the statute of frauds, although the e-mail at issue failed to state all essential terms]; see also Bazak Intl. Corp. v Tarrant Apparel Group, 378 F Supp 2d 377, 383-386 [SD NY 2005] [holding that e-mail satisfied the requirement of a "writing in confirmation of the contract" under New York UCC § 2-201(2)])[FN3]. We reaffirm the holdings of Williamson and Stevens.

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