180 A.D.2d 483 | N.Y. App. Div. | 1992
Order, Supreme Court, New York County (William J. Davis, J.), entered July 22, 1991, which denied plaintiffs motion for summary judgment, unanimously affirmed, with costs.
We disagree with plaintiff that paragraph 14 of the Distribution Agreement is unambiguous regarding defendant’s obligation to pay the additional license fee, and agree with the IAS court that the contract, read as a whole (Williams Press v State of New York, 37 NY2d 434), is susceptible to the interpretation that the additional license fee was to be applied as an offset against plaintiffs obligation to defendant under the promissory notes. Given this ambiguity, extrinsic evidence will be admissible for the purpose of determining the parties’ intent, and they should therefore be given an opportunity to conduct disclosure (67 Wall St. Co. v Franklin Natl. Bank, 37 NY2d 245). Concur — Milonas, J. P., Wallach, Ross, Asch and Smith, JJ.
