SUBURBAN TOOL DIE CO INC PLAINTIFF APPELLANT v. CENTURY MOLD COMPANY INC DEFENDANT RESPONDENT (2010)

MEMORANDUM AND ORDER

It is hereby ORDERED that the order so appealed from is unanimously modified on the law by denying the cross motion and as modified the order is affirmed without costs.

Memorandum:  Plaintiff appeals from an order denying its motion for summary judgment on the complaint for breach of contract and granting the cross motion of defendant for partial summary judgment on liability on its counterclaims, for breach of contract and quantum meruit.   Although we conclude that Supreme Court properly denied plaintiff's motion, we agree with plaintiff that the court erred in granting defendant's cross motion.   We therefore modify the order accordingly.   Generally, “ ‘[w]hen interpreting a written contract, the court should give effect to the intent of the parties as revealed by the language and structure of the contract ․, and should ascertain such intent by examining the document as a whole’ “ (Village of Hamburg v America Ref-Fuel Co. of Niagara, 284 A.D.2d 85, 89, lv. denied 97 N.Y.2d 603).   Here, neither party established that its interpretation of the contract is the only reasonable interpretation thereof (see Arrow Communication Labs. v Pico Prods., 206 A.D.2d 922, 923).  “Thus, the intent of the parties must be determined by evidence outside the contract,” rendering summary judgment at this juncture inappropriate (id.).   We note in particular that we are unable to discern from the record before us whether plaintiff might have a valid claim for an account stated with respect to any of the purchase orders in question (see generally M. Paladino, Inc. v Lucchese & Son Contr.   Corp., 247 A.D.2d 515, 516).

Patricia L. Morgan

Clerk of the Court