Written Agreements That are Clear and Unambiguous Must Be Enforced According To The Plain Meaning of Their Terms

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Posted on: Oct 29 2025

In New York, when interpreting a contract, the words of the writing must be accorded their fair and reasonable meaning, aiming for a practical interpretation that realizes the reasonable expectations of the parties.[1] The court is required to enforce a written agreement according to the plain meaning of its terms when it is complete, clear, and unambiguous on its face.[2] Although the parties may offer conflicting interpretations of their contract, that does not mean that the contract is ambiguous.[3] In that circumstance, and in general, the court is to apply the meaning intended by the parties, as derived from the language of the contract in question.[4] Thus, “where the intention of the parties may be gathered from the four corners of the instrument, interpretation of the contract is a question of law [i.e., it can be determined by the court] and no trial is necessary to determine the legal effect of the contract.”[5]

In Harris v. Dream Volunteers, 2025 N.Y. Slip Op. 33963(U) (Sup. Ct., N.Y. County Oct. 14, 2025), the motion court granted defendant’s motion to dismiss plaintiff’s breach of contract claims on the grounds that the plain meaning of the contract at issue utterly refuted plaintiff’s allegations.

Plaintiff commenced the action alleging breach of contract based on two theories: (1) breach of an original agreement dated April 10, 2023, asserting that plaintiff was prematurely terminated in violation of that agreement because the termination took place prior to a deadline to complete certain tasks; and (2) breach of a subsequent implied-in-fact contract, allegedly formed on December 21, 2023, which established a new deadline of October 31, 2024, for completing certain tasks.

The original agreement designated plaintiff as an independent contractor providing sales and marketing strategy services to defendant. The agreement specified that “the only consideration due [plaintiff] regarding the subject matter of [the] Agreement” was payment of compensation in the amount of $6,667 per month. Section 8 of the agreement, titled “Termination,” granted defendant the right to “terminate [the] Agreement at any time, with or without cause, upon thirty (30) days’ notice except within the first ninety (90) days of [the] Agreement.” Defendant terminated the agreement on January 17, 2024, effective February 16, 2024. The termination, therefore, occurred well after the initial ninety (90) day period, making defendant’s 30-day notice within the period set forth in Section 8 of the agreement.

Based upon the foregoing facts, the motion court found plaintiff’s claims to be “fatally undermined by the clear and unambiguous language contained in the agreement.”[6]

Plaintiff’s claim for breach of the original agreement rested on the premise that because the agreement outlined key objectives or tasks with deadlines (e.g., June 30, 2024), defendant was obligated to keep the agreement in effect until those deadlines passed.[7] Pointing to Section 1 and Exhibit A of the agreement, the motion court noted that those sections primarily described plaintiff’s obligations under the agreement, which required her to undertake and complete services on the specified schedule. However, that section, said the motion court, “limit[ed] the defendant’s obligation by explicitly stating that the only consideration due from [defendant] was the monthly payment of $6,667.”[8]

Further, explained the motion court, “Section 8 of the Agreement clearly and expressly grant[ed] the defendant the unconditional right to terminate the agreement ‘at any time, with or without cause, upon thirty (30) days’ notice except within the first ninety (90) days.’”[9] “This language,” explained the motion court, “directly contravene[d] the plaintiff’s interpretation of the agreement that setting deadlines for an independent contractor to complete certain tasks somehow create[d] an implied right that the contractor remain[ ] engaged through those dates.”[10] “Given that the contract provide[d] for termination at will after the initial 90-day period,” concluded the motion court, “irrespective of any task or objective deadlines, the claim that the plaintiff’s termination prior to June 30, 2024 was impermissible [was] utterly refuted by the plain and unambiguous language of the agreement.”[11]

Finally, the motion court held that “plaintiff’s claim that the deadline to complete the tasks was extended to October 31, 2024 [was] … unavailing.”[12] First, the motion court found that “even if it could be established that the deadline was extended, the plaintiff still could have been terminated at will for the reasons stated” in the decision.[13]

Second, explained the motion court, “any claim that the deadline was extended by either an oral or implied-in-fact agreement [was] foreclosed by the clear language of the agreement.”[14] The motion court noted that the amendment clause and integration clause of the agreement foreclosed any argument that an implied-in-fact contract existed:

Section 13 of the agreement explicitly states that “[n]o changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties.” The agreement also contains an integration clause, which dictates that the Agreement “constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter described herein.” Because the alleged new implied-in-fact contract derived from oral discussions and email communications concerning the existing subject matter (Consultant’s key objectives/deadlines), it violate[d] the plain language of Section 13.[15]

Accordingly, the motion court granted defendant’s motion and dismissed the complaint in its entirety.

Takeaway

Harris underscores the fundamental principle of contract interpretation – i.e., contracts are to be construed pursuant to the parties’ intention.[16] As the Court of Appeals explained a little over three decades ago, “[t]he best evidence of what the parties … intend is what they say in their writing.”[17] When the parties’ writing is clear and unambiguous on its face – that is, the terms are reasonably susceptible to only one meaning – it should be enforced according to the plain meaning of those words.

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Jeffrey M. Haber is a partner and co-founder of Freiberger Haber LLP. This article is for informational purposes and is not intended to be and should not be taken as legal advice.

[1] Dreisinger v. Teglasi, 130 A.D.3d 524, 527 (1st Dept. 2015).

[2] Greenfield v. Philles Records, 98 N.Y.2d 562, 569 (2002).

[3] Bethlehem Steel Co. v. Turner Constr. Co., 2 N.Y.2d 456, 460 (1957).

[4] Duane Reade, Inc. v. Cardtronics, LP, 54 A.D.3d 137, 140 (1st Dept. 2008).

[5] Bethlehem Steel, 2 N.Y.2d at 460.

[6] Slip Op. at *2.

[7] Id.

[8] Id.

[9] Id.

[10] Id.

[11] Id.

[12] Id.

[13] Id.

[14] Id.

[15] Id. at *2-*3.

[16] This Blog has written about the issues in this case – namely, words have meaning – on numerous occasions. Some of the articles that we have written include: Contract Interpretation: Words Have Meaning; The New York Court of Appeals Reminds Litigants That Words in Contracts Have Meaning; Words Have Meaning; A Contract That Means What It Says; Contracts That Say What They Mean, Mean What They Say Redux; and Contracts that Say What They Mean, Mean What They Say.

[17] Slamow v. Del Col, 79 N.Y.2d 1016, 1018 (1992).

Tagged with: Business Litigation, Commercial Litigation, Contract Construction, Contract Interpretation