115 A.D.2d 406 | N.Y. App. Div. | 1985
Order of the Supreme Court, New York County (Irving Kirschenbaum, J.), entered on June 26, 1984, which denied plaintiffs motion for summary judgment in lieu of complaint, is unanimously reversed, on the law, and the motion granted, with costs and disbursements.
Plaintiff Manufacturers Hanover Trust Company (MHT) commenced the instant action for summary judgment in lieu
Plaintiff takes no position regarding the validity of defendant’s allegations concerning his dealings with MHCC, noting that defendant has an action pending against MHCC which will ultimately resolve the matters disputed therein; Rather, plaintiff argues that defendant’s obligation on an unconditional note complete on its face cannot be avoided on the basis of a purported contemporaneous oral agreement between himself and MHCC, to which MHT was not a party. In that connection, the law is clear that where, as is the situation here, there is an unconditional written promise to pay, the parol evidence rule operates, absent fraud or mutual mistake (but see, Citibank, N.A. v Plapinger, 66 NY2d 90), to exclude proof of all prior or contemporaneous negotiations between the parties, as well as of any extraneous oral agreement, which is intended to contradict or modify the terms of the instrument. (Marine Midland Bank v Thurlow, 53 NY2d 381.) Moreover, in the absence of a merger clause, the court must determine from an examination of the surrounding circumstances and a reading of the writing itself whether or not the agreement constituted a complete, integrated instrument. (Braten v Bankers Trust Co., 60 NY2d 155.) Since the note in question makes no mention of any other document or transaction, simply reciting that it is "for value received”, and the alleged oral agreement between defendant and MHCC is the sort of complex arrangement which is customarily reduced to