GOTHAM PARTNERS v. HIGH RIVER LIMITED PARTNERSHIP (2006)

Supreme Court, Appellate Division, First Department, New York.

GOTHAM PARTNERS, L.P., et al., Plaintiffs-Respondents, v. HIGH RIVER LIMITED PARTNERSHIP, Defendant-Appellant.

Decided: October 19, 2006

BUCKLEY, P.J., TOM, MARLOW, NARDELLI, WILLIAMS, JJ.

Morrison Cohen LLP, New York (Y. David Scharf of counsel), for appellant. Dechert LLP, New York (Andrew J. Levander of counsel), for respondents.

Order, Supreme Court, New York County (Karla Moskowitz, J.), entered September 6, 2005, which, inter alia, granted plaintiffs' cross motion for partial summary judgment as to liability, unanimously affirmed, with costs.

Section 1.4 of the parties' Unit Purchase Agreement unambiguously provided that plaintiff sellers would be entitled to an Additional Purchase Price upon a subsequent “sale or other transfer” of the Sale Units by defendant purchaser. The motion court, taking into consideration the reasonable expectations of the contracting parties, as their agreement clearly evinces when read in part or as a whole (see Sutton v. E. River Sav. Bank, 55 N.Y.2d 550, 555, 450 N.Y.S.2d 460, 435 N.E.2d 1075 [1982] ), properly construed this broad language to include the subsequent merger transaction pursuant to which defendant received cash in exchange for the Sale Units (see Paddington Partners v. Bouchard, 730 F.Supp. 1241, 1244 [S.D.N.Y.1990] ).

We have considered defendant's remaining arguments and find them unavailing.

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