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Bell v. Marine Midland Banks, Inc.
Citations: 230 A.D.2d 758; 646 N.Y.S.2d 366; 1996 N.Y. App. Div. LEXIS 8391
Court: Appellate Division of the Supreme Court of the State of New York; August 12, 1996; New York; State Appellate Court
In the case concerning a breach of contract claim, the defendants appealed an order from the Supreme Court, Westchester County, which had denied their motion for summary judgment and reinstated the plaintiffs' amended complaint. The appellate court reversed this order, granting the defendants' motion for summary judgment and dismissing the amended complaint. The plaintiffs, directors of Westchester Financial Services Corporation, alleged that the defendant Marine Midland Banks, Inc. misrepresented the nature of their expected service on a regional advisory board after a merger. They claimed that the merger agreement and an official invitation to join the board did not address the duration of their service, despite prior assurances that it would continue indefinitely unless they voluntarily retired, committed malfeasance, or died. Two years post-merger, the regional advisory board was dissolved. The plaintiffs asserted several causes of action, including breach of contract and reformation of the merger agreement based on mutual mistake. However, the court found them precluded from using parol evidence to contradict the merger agreement since it was silent regarding the duration of employment, which is typically considered terminable at will. The court determined that the pre-merger representations were not extraneous to the merger agreement and thus could not independently support claims of fraud. Additionally, the plaintiffs failed to meet the high burden of proof required for reformation based on mutual mistake, as they did not substantiate their claims with evidence from the meeting minutes. Finally, the court ruled that equitable estoppel did not apply in this case. The decision included a concurrence from the judges involved.