Fourth Department – Breach of contract: Prior v. Liberty Resources Inc.

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New York State Supreme Court, Appellate Division, Fourth Judicial Department

Breach of contract — Material terms — Extrinsic evidence

Prior v. Liberty Resources Inc.

CA 25-00541

Appealed from Supreme Court, Oswego County

Background: The plaintiff commenced a breach of contract action alleging nonpayment of certain death benefits owed to the estate of the decedent pursuant to an executive plan agreement. The agreement provided that the decedent would receive 180 payments for a sum more particularly described on Schedule A attached to the agreement. The defendant alleged that there was no enforceable contract. The parties appeal from an order denying summary judgment.

Ruling: The Appellate Division modified and dismissed the complaint against several entities named in the complaint. The court held that although the agreement stated that it was entered between decedent and an entity incorporated in Delaware, it is undisputed that Liberty is incorporated in New York and no such Delaware entity ever existed. However, the remainder of the agreement references the New York entity. Thus, summary judgment was not appropriate because the intent of the parties depends on the credibility of extrinsic evidence. Further questions of fact existed whether the agreement lacked a material term as the defendants demonstrated that Schedule A had never been created. However, deposition testimony of Liberty’s former president demonstrated that he personally reviewed the Schedule A and he described its terms.

Timothy N. McMahon, of Bond, Schoeneck & King, for the defendants-appellants-respondents; Michael P. Kenny, of Kenny & Kenny, for the plaintiff-respondent-appellant.

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