State of New York                                          MEMORANDUM
Court of Appeals                                      This memorandum is uncorrected and subject to
                                                    revision before publication in the New York Reports.




 No. 52
 Tomhannock, LLC,
          Respondent,
       v.
 Roustabout Resources, LLC,
          Appellant,
 et al.,
          Defendants.




 Andrew W. Gilchrist, for appellant.
 Thomas D. Spain, for respondent.




 MEMORANDUM:

       The Supreme Court order appealed from and the Appellate Division order brought

 up for review should be affirmed, with costs.

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       In 2002, plaintiff Tomhannock, LLC sold a parcel of land to a predecessor-in-title

of defendant Roustabout Resources, LLC. As part of the sale, the parties entered into an

Option Agreement which gave Tomhannock the option to demand reconveyance of a

portion of the land in consideration for a reduction in the purchase price and payment of a

portion of the property taxes for the duration of the Agreement. The Agreement states, in

relevant part, “[Buyer] agrees that upon written demand made by Tomhannock on or before

the tenth (10th) anniversary of the recording of Lot #2 Deed in the Office of the Rensselaer

County Clerk, [buyer] will execute a bargain and sale deed with covenant against grantor’s

acts, conveying the Reconveyance Parcel to Tomhannock to [sic] its designee.”

       Interpreting a contract “is the process of determining from the words and other

objective manifestations of the parties what must be done or forborne by the respective

parties in order to confirm to the terms of their agreements” (Williston on Contracts § 30:1).

“The best evidence of what parties to a written agreement intend is what they say in their

writing” (Slamow v Del Col, 79 NY2d 1016, 1018 [1992]). Under longstanding rules of

contract interpretation, “[w]here the terms of a contract are clear and unambiguous, the

intent of the parties must be found within the four corners of the contract, giving a practical

interpretation to the language employed and reading the contract as a whole” (Ellington v

EMI Music, Inc., 24 NY3d 239, 244 [2014], citing Greenfield v Philles Records, 98 NY2d

562, 569 [2002]; W.W.W. Assoc. v Giancontieri, 77 NY2d 157, 162–163 [1990]).

       Tomhannock fulfilled the only precondition in the Agreement to the parcel’s

reconveyance when it made a timely written demand. Contrary to Roustabout’s arguments,


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this was the only requirement expressly set forth in the Agreement that Tomhannock had

to meet to trigger Roustabout’s obligation to execute and deliver the deed. The Agreement

does not condition reconveyance on Tomhannock securing subdivision approval in

accordance with local law, and failure to obtain such approval does not render title to the

parcel unmarketable (see Voorheesville Rod and Gun Club, Inc. v E.W. Tompkins Co.,

Inc., 82 NY2d 564, 572 [1993]). Tomhannock is entitled to specific performance to the

extent of delivery of the signed deed because it has fully complied with the Agreement’s

pre-conveyance terms.

*    *     *    *     *     *    *     *    *     *     *    *     *    *     *     *    *

Order appealed from and order of the Appellate Division, Third Department, brought up
for review affirmed, with costs, in a memorandum. Chief Judge DiFiore and Judges
Rivera, Fahey, Garcia, Wilson and Feinman concur. Judge Stein took no part.


Decided June 25, 2019




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