SCIENCE APPLICATIONS INTERNATIONAL CORPORATION v. STATE

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

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION, Appellant, v. STATE of New York, Respondent.

Decided: March 26, 2009

Before:  PETERS, J.P., LAHTINEN, KAVANAGH and STEIN, JJ. Tabner, Ryan & Keniry, L.L.P., Albany (Jack B. Gordon of Fried, Frank, Harris, Shriver & Jacobson, L.L.P., Washington, D.C. of counsel), for appellant. Andrew M. Cuomo, Attorney General, Albany (Paul Groenwegen of counsel), for respondent.

Appeal from an order of the Court of Claims (Collins, J.), entered June 20, 2008, which, among other things, denied claimant's motion for summary judgment.

This is a dispute over the interpretation of the pricing terms provided in a contract for image capture and document repository services.   Simply stated, claimant contends that it is entitled to compensation for each image scanned (thus a page with information on the front and back would be two images), whereas defendant maintains that the contract provides payment for each page scanned (regardless of whether the page has information on one or two sides).   Defendant's agency, the Office of Temporary and Disability Assistance (hereinafter OTDA), issued a request for proposals (hereinafter RFP) in July 2005 seeking to develop and provide image capture and document repository services for various programs (Medicaid, Home Energy Assistance, Public Assistance, and Food Stamps).   Claimant was eventually awarded the contract in March 2006. In July 2007, OTDA rejected claimant's invoices for services on the ground that they “were not prepared in accordance with [its] interpretation of a ‘page’.”   Claimant commenced this action in January 2008 seeking, among other things, over $40,000 in damages.   Both parties moved prior to disclosure for summary judgment.   The Court of Claims denied both motions.   Claimant appeals.

 We affirm.  “ ‘[A] written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms,’ [and][e]xtrinsic evidence of the parties' intent may not be considered unless a court first finds that the agreement is ambiguous” (Van Kipnis v. Van Kipnis, 11 N.Y.3d 573, 577, 872 N.Y.S.2d 426, 900 N.E.2d 977 [2008], quoting Greenfield v. Philles Records, 98 N.Y.2d 562, 569, 750 N.Y.S.2d 565, 780 N.E.2d 166 [2002];  see Beal Sav. Bank v. Sommer, 8 N.Y.3d 318, 324, 834 N.Y.S.2d 44, 865 N.E.2d 1210 [2007];  Vermont Teddy Bear Co. v. 538 Madison Realty Co., 1 N.Y.3d 470, 475, 775 N.Y.S.2d 765, 807 N.E.2d 876 [2004] ).   Here, article 9 of the contract incorporates into the agreement, among other things, the RFP, appendices, attachments, and exhibits.   Claimant points to places in the contractual documents where the terms “page” and “image” appear to be used interchangeably.   Defendant counters by noting that, in one of the relevant documents, the parenthetical “one or two sided” appears after the term “Price per Page.” As was discussed in some detail by the Court of Claims, the contractual provisions regarding pricing are not consistent and the intent of the parties cannot be gleaned from the relevant contractual documents without rendering other provisions meaningless (see Beal Sav. Bank v. Sommer, 8 N.Y.3d at 324, 834 N.Y.S.2d 44, 865 N.E.2d 1210).   The extrinsic evidence in this record does not provide a basis for discerning the intent of the parties as a matter of law and, accordingly, summary judgment was properly denied (see CV Holdings, LLC v. Artisan Advisors, LLC, 9 A.D.3d 654, 657, 780 N.Y.S.2d 425 [2004] ).

 Claimant's further contention that all ambiguities in the contractual documents should have been construed against OTDA is unpersuasive.   The record reflects that these are sophisticated parties and there is evidence that they engaged in negotiations as they worked out some of the details of the contract.   Claimant failed to establish that it had “no voice in the selection of [the contractual] language” (67 Wall St. Co. v. Franklin Natl. Bank, 37 N.Y.2d 245, 249, 371 N.Y.S.2d 915, 333 N.E.2d 184 [1975];  see Citibank, N.A. v. 666 Fifth Ave. Ltd. Partnership, 2 A.D.3d 331, 331, 769 N.Y.S.2d 268 [2003] ).

ORDERED that the order is affirmed, without costs.

LAHTINEN, J.

PETERS, J.P., KAVANAGH and STEIN, JJ., concur.

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