CROWN WISTERIA INC v. Shawmut Woodworking & Supply doing business as Shawmut Design and Construction, Defendant. (2019)

Order, Supreme Court, New York County (Melissa A. Crane, J.), entered January 22, 2019, which denied plaintiff's motion for partial summary judgment on its breach of contract cause of action and for attorney's fees based on the parties' license agreement, and denied defendant's motion for summary judgment dismissing the complaint, unanimously modified, on the law, to grant plaintiff's motion for partial summary judgment on liability, and remand for a determination of the amount of damages and plaintiff's attorneys' fees, and otherwise affirmed, without costs.

Where a contract is clear and unambiguous on its face, the intent of the parties must be determined from the four corners of the agreement, not from extrinsic evidence (see Millennium Holdings LLC v. Glidden Co., 146 A.D.3d 539, 551, 46 N.Y.S.3d 528 [1st Dept. 2017]), and the agreement “must be enforced according to the plain meaning of its terms” (Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002]).

Here, the language of the license agreement is clear.  Defendant Cibani was required to install brick in a new party wall that “matches” the brick on the facade, but failed to do so.  In fact, Cibani had found such matching brick prior to entering into the license agreement, but chose to use a cheaper brick that does not match.

Moreover, Cibani agreed to hold plaintiff harmless from the attorneys' fees it incurred because of the construction work she performed.  The indemnification clauses in the license agreement were neither limited to a specific list of items, nor did they explicitly limit indemnification to third-party claims (see Crossroads ABL LLC v. Canaras Capital Mgt., LLC, 105 A.D.3d 645, 963 N.Y.S.2d 645 [1st Dept. 2013];  see also Abax Lotus Ltd. v. China Mobile Media Tech. Inc., 149 A.D.3d 535, 53 N.Y.S.3d 29 [1st Dept. 2017], lv dismissed 30 N.Y.3d 1090, 69 N.Y.S.3d 858, 92 N.E.3d 1248 [2018]).