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527 Smith Street Brooklyn Corp. v. Bayside Fuel Oil Depot Corp.
Citations: 262 A.D.2d 278; 691 N.Y.S.2d 560; 1999 N.Y. App. Div. LEXIS 5867
Court: Appellate Division of the Supreme Court of the State of New York; June 1, 1999; New York; State Appellate Court
In a breach of contract case, the plaintiff appeals a Supreme Court order that granted defendant Bayside Fuel Oil Depot Corporation's motion to dismiss the complaint and denied the plaintiff's request to replead. The appellate court affirms the lower court's order, concluding that the provisions of the real estate contract merged into the deed upon closing, extinguishing any claims related to the contract unless specifically stated otherwise. The court finds no evidence of intent from the parties that the purchase price clause would survive the deed's delivery, nor any provision for post-closing adjustments. The court emphasizes that the purchase price is a fundamental aspect of the transaction, not a collateral undertaking, thus the merger doctrine applies. Furthermore, since the contract terms were unambiguous, external evidence could not be used to alter its meaning. The plaintiff's application for leave to replead, based on an attorney's affirmation rather than affidavits from those with direct knowledge, was inadequately supported, leading to the denial of repleading. The decision is backed by the concurrence of multiple justices.