Sunday, September 23, 2007

You, Me And The Contract Makes Three

Sometimes, people are weird about contracts. They spend enormous amounts of time negotiating the obligations of each party and spend lots of money on attorney's fees. Then, they proceed to ignore the contract specifics and wonder why they are denied relief. Such is the case with Techon Contracting, Inc. v. Incorporated Village of Lynbrook (Supreme Court, Nassau County, 1-1557/2003, Decided 8/27/07).

In Techon, the Plaintiff entered into a municipal contract with Carlo Lizza & Sons Paving ("Lizza") to perform asphalt and concrete work. Lizza moved for summary judgment asserting it performed work in accordance with the contract and that the Plaintiff failed to pay for same. Accordingly, Lizza suspended its work. The Plaintiff claimed that Lizza failed to perform the work properly and to provide certified payrolls for work performed.

In denying the Motion for summary judgment, the court found that the parties' contract contained certain conditions precedent to Lizza's receipt of payment, that Lizza failed to satisfy any of those conditions, and that Lizza failed to provide proof that its work was performed in accordance with the contract documents. Although Lizza submitted an Affidavit from the municipality's superintendent attesting to its proper and timely performance of its work, the court did not credit the document as it was extrinsic to the contract.

This is yet another in a litany of cases which should hammer home the point that the express terms of a written agreement are controlling. A failure to follow the specific conditions contained in the written document can be fatal as it was in Techon. Further, even if a verbal, handshake "deal" is made, it's only as good as the paper on which it is written.

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