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Town of Mexico v. County of Oswego
Citation: 2019 NY Slip Op 6242Docket: 243 CA 18-01946
Court: Appellate Division of the Supreme Court of the State of New York; August 22, 2019; New York; State Appellate Court
Original Court Document: View Document
In the case of Town of Mexico v. County of Oswego (2019 NY Slip Op 06242), the Appellate Division of the Fourth Department reviewed a judgment from the Supreme Court of Oswego County that dismissed the plaintiff's complaint against the defendants, which included the County of Oswego and its Highway Department. The plaintiff, Town of Mexico, had entered into a contract in November 2016 to provide snow and ice removal services, which included a clause mandating that invoices be submitted within 30 days of service; late submissions would forfeit the right to compensation. The Town performed approximately $26,000 worth of services in December 2016 but submitted invoices in February 2017, leading to the County's refusal to pay based on the missed deadline. The Town argued that the County had previously waived the 30-day deadline by accepting late payments and claimed the deadline constituted an unenforceable penalty. The court affirmed the dismissal of the complaint regarding unjust enrichment, as there was a valid and enforceable contract between the parties. However, it modified the judgment by reinstating the breach of contract cause of action related to the alleged waiver of the billing deadline, allowing that aspect of the case to proceed. The court emphasized that a motion to dismiss requires the acceptance of the facts in the complaint as true and focuses on whether those facts support a legal theory. The court determined that the billing deadline clause in the contract is an enforceable condition precedent to the plaintiff’s right to payment, rejecting the plaintiff's argument that it is an unenforceable penalty. However, the court found that the defendants may have waived the 30-day billing deadline based on the plaintiff's allegations that the County had accepted late invoices in the past. The court noted that a waiver of a contractual right can be shown through affirmative conduct or by failing to act in a way that indicates an intent to enforce that right. The intention to waive a right is a factual question, and the documentary evidence presented by the defendants did not conclusively refute the plaintiff's claims or establish a legal defense. The court emphasized that the unambiguous nature of the billing clause does not negate the possibility of waiver through conduct. The plaintiff's complaint asserts that the defendants’ actions indicated a waiver of the otherwise enforceable billing deadline. The judgment was modified to reflect these findings.