words, the attendant circumstances, the situation of the parties and the objectives that they were
striving to obtain." See Gillman v O'Connell, 176 AD2d 305, 574 NYS2d 573.
Contract Ambiguity
In Rentways,
Inc. v O'Neill Milk & Cream Co., 308 NY 342, the Court noted "...the equally well-settled
maxim that, where there is ambiguity in the terms of a contract prepared by one of the parties, it
is consistent with both reason and justice that any fair doubt as to the meaning of its own words
should be resolved against such party" (id. p. 348).
The Court in Van Wagner Advertising Corp. v S & M Enterprises, 67 NY2d 186,
pointed out that "[W]hether or not a contract provision is ambiguous is a question of law to be
resolved by a court (Sutton v East Riv. Bank, 55 NY2d 550, 554)" (id. p. 191). See also,
Hartford Acc. & Ind. Co. v Wesolowski, 33 NY2d 169.
In Cheng v Modansky Leasing Co., 73 NY2d 454, the Court ruled that if a writing
"...was ambiguous because it did not state [a term] explicitly, then its terms must be construed
against the drafter..." (id. p. 460) citing Rentways, Inc., see also, In Re EWI,
Inc., 208 BR 885.
In Dean Witter Reynolds v Espada, 959 F. Supp. 73, the Court observed,
Pursuant to long-established New York law, "if [a contract] was ambiguous because it did
not state [a term] explicitly, then its terms must be strictly construed against the drafter."
Cheng v Modansky Leasing Co., 73 NY2d 454, 460, 541 NYS2d 742, 539 NE2d
570(1989). The New York Court of Appeals explicitly relied on the Restatement of Contracts,
which provides at Section 206: "In choosing among reasonable meanings of a promise or
agreement or a term thereof, that meaning is generally preferred which operates against the party