ABRAMO v. HEALTHNOW NEW YORK INC (2005)

 Supreme Court erred in denying that part of defendants' cross motion for summary judgment dismissing the breach of contract causes of action.   We therefore modify the order accordingly.   It is well settled that the interpretation of the terms of an unambiguous written agreement is a function for the court (see Chimart Assoc. v. Paul, 66 N.Y.2d 570, 572-573, 498 N.Y.S.2d 344, 489 N.E.2d 231;  Teitelbaum Holdings v. Gold, 48 N.Y.2d 51, 56, 421 N.Y.S.2d 556, 396 N.E.2d 1029;  Matter of Cohen Swados Wright Hanifin Bradford & Brett v. Frank R. Bayger, P.C., 269 A.D.2d 739, 740-741, 703 N.Y.S.2d 319).   In interpreting such an agreement, the court must examine the terms of the agreement as a whole in order to determine the intent of the parties (see Benderson v. Wiper Check, 266 A.D.2d 903, 904, 697 N.Y.S.2d 448, affd. 96 N.Y.2d 855, 730 N.Y.S.2d 29, 754 N.E.2d 1112;  W.W.W. Assoc. v. Giancontieri, 77 N.Y.2d 157, 162-163, 565 N.Y.S.2d 440, 566 N.E.2d 639), “giving a practical interpretation to the language employed so that the parties' reasonable expectations are realized” (Sunrise Mall Assoc. v. Import Alley of Sunrise Mall, 211 A.D.2d 711, 711, 621 N.Y.S.2d 662).

 We conclude that defendants established that their “construction of the agreement is the only construction which can fairly be placed thereon” (Lipari v. Maines Paper & Food Serv., 245 A.D.2d 1085, 1085, 667 N.Y.S.2d 548 [internal quotation marks omitted] ).   Thus, defendants met their burden of establishing their entitlement to judgment as a matter of law, and we conclude that plaintiff failed to raise a material issue of fact in opposition thereto (see generally Zuckerman v. City of New York, 49 N.Y.2d 557, 562, 427 N.Y.S.2d 595, 404 N.E.2d 718).   Defendants established that plaintiff was the subject of final disciplinary action by the New York State Board for Professional Medical Conduct resulting in a consent order that contained conditions impairing plaintiff's ability to practice medicine.   Thus, the only “practical interpretation” of the terms of the agreement at issue is that defendants were justified in terminating plaintiff as a participating physician in their health maintenance organizations (Sunrise Mall Assoc., 211 A.D.2d at 711, 621 N.Y.S.2d 662).   Based on our determination herein, we do not address the issues raised by plaintiff on his cross appeal.

It is hereby ORDERED that the order so appealed from be and the same hereby is unanimously modified on the law by granting defendants' cross motion in its entirety and dismissing the complaint and as modified the order is affirmed without costs.

MEMORANDUM: