Contract Terms Have Teeth

ASchlossberg
June 15, 2015

Often parties to contracts want sympathy and their understanding of terms to impact on the interpretation of those terms by a judge when things go south. However, if the contract terms are clear, it doesn’t matter what one party’s understanding may or may not have been. In Moutopoulis v. 2075-2081 Wallace Ave. Owners Corp., 2015 NY Slip Op 25086 (March 17, 2015), the plaintiff/prospective real estate purchaser sought the return of his security deposit based on property liens and defendant/seller’s inability to provide financials. But per the terms of the contract, plaintiff purchased the shares on an “as is” basis; the contract contained no warranty, guarantee or representation on the part of the defendant. Plaintiff’s stated understanding was that the “as is” status in the real estate sale context referred only to the physical condition of the property. Lacking evidence in this regard, the Court held that the contract term was clear and found for the seller: “when parties set down their agreement in a clear, complete document, their writing should as a rule be enforced according to its terms.”

The Law Office of Aaron M. Schlossberg, P.C.

(This writing is for general information purposes only, should not be construed as legal advice and does not establish an attorney-client relationship.)

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ASchlossberg

Managing Member at The Law Office of Aaron M. Schlossberg, P.C.

Aaron Schlossberg focuses on complex commercial and insurance coverage matters involving corporate clients, entrepreneurs and individual policyholders. Mr. Schlossberg drafts and negotiates high-level contract documents and appears frequently in state and federal courts throughout New York State. Mr. Schlossberg earned his Bachelor of Arts Degree in English from The Johns Hopkins University and his Juris Doctorate Degree from the George Washington University Law School. Mr. Schlossberg gained invaluable insight during his post-graduate judicial clerkship and significant experience as an associate with two midtown Manhattan law firms prior to founding the Law Office of Aaron M. Schlossberg, P.C. in June 2012. Mr. Schlossberg is a published author and a seasoned presenter. He is fluent in Spanish, conversational in French and has basic knowledge of Mandarin Chinese and Hebrew. Mr. Schlossberg is a member of the New York State Bar Association and is admitted to the following courts: New York State, Eastern and Southern Districts of New York, United States Court of Appeals for the Second Circuit.