New York Appellate Division Reports

KRYSTAL INVESTIGATION v. UNITED PARCEL, 2006-04146 [2d Dept
12-26-2006] 2006 NY Slip Op 10029 Krystal Investigations &
Security Bureau, Inc., appellant, v. United Parcel Service,
Inc., respondent. 2006-04146. Appellate Division of the
Supreme Court of New York, Second Department. Decided on
December 26, 2006.

In an action to recover damages for breach of contract, the
plaintiff appeals from an order of the Supreme Court,
Nassau County (Lally, J.), dated March 29, 2006, which
granted the defendant’s motion to dismiss the complaint
pursuant to CPLR 3211(a)(1) and (7).

Mitchell J. Devack, PLLC, East Meadow, N.Y., for appellant.

DLA Piper Rudnick Gray Cary, US, LLP, New York, N.Y.
(Stephen P. McLaughlin and Leeanne S. Neri of counsel), for
respondent.

HOWARD MILLER, J.P., STEPHEN G. CRANE, ROBERT A. LIFSON,
MARK C. DILLON, JJ.

DECISION & ORDER

ORDERED that the order is affirmed, with costs.

The plaintiff is a security service corporation, and the
defendant is a package delivery company. In 1999 the
parties entered into a three-year contract whereby the
plaintiff was to provide armed guard service at “such times
and at such locations as [the defendant] may request.” This
contract was later extended until July 2005. From 1999
until 2003 the plaintiff furnished armed guards at two of
the defendant’s warehouse locations, one in Queens and one
in Brooklyn. Sometime around the middle of 2003 the
defendant decided that it would only require the
plaintiff’s guard services at its Queens location. The
plaintiff commenced this action claiming that the defendant
breached the contract by discontinuing service at the
Brooklyn location. The defendant moved to dismiss the
complaint arguing that it was entitled to discontinue part
of the plaintiff’s services under the language of the
contract. The court found that the language in the contract
was “not ambiguous and is clear as used in this agreement
and as a result . . . [the] complaint must be dismissed.”
We agree.

An unambiguous and clear contract should be enforced
according to its terms (see Matter of Wallace v 600
Partners Co., 86 NY2d 543, 548; W.W.W. Assoc. v
Giancontieri, 77 NY2d 157, 159-160). Accordingly, evidence
outside the “four corners of the document” is generally not
admissible to vary or alter the writing (see W.W.W. Assoc.
v Giancontieri, supra at 162; Automative Mgt. Group v SRB
Mgt. Co., 239 AD2d 450, 451). As stated by the Court of
Appeals in the recent case of Greenfield v Philles Records,
98 NY2d 562, 569, 570:

“Extrinsic evidence of the parties’ intent may be
considered only if the agreement is ambiguous, which is an
issue of law for the courts to decide . . . A contract is
unambiguous if the language it uses has a definite and
precise meaning, unattended by danger of misconception in
the purport of the [agreement] itself, and concerning
which there is no reasonable basis for a difference of
opinion'(Breed v Insurance Co. of N. Am., 46 NY2d 351,
355; reargument denied 46 NY2d 940 [1979]). Thus, if the
agreement on its face is reasonably susceptible of only
one meaning, a court is not free to alter the contract
to reflect its personal notions of fairness and equity”
(other citations omitted).

(see also Kass v Kass, 91 NY2d 554, 566; Van Wagner Adv.
Corp. v S & M Enters., 67 NY2d 186, 188, 191).

Contrary to the plaintiff’s contention, the agreement
between the parties was clear and unambiguous that the
defendant had the right to choose when and where it would
require the plaintiff’s armed security services. Thus,
there was no reason to resort to extrinsic evidence to
interpret the agreement. Accordingly, the court correctly
granted the defendant’s motion to dismiss the complaint.

MILLER, J.P., CRANE, LIFSON and DILLON, JJ., concur.