its analysis of the terms contained therein (see F & K Supply v.
Willowbrook Dev. Co., 288 AD2d 713, 714, 732 N.Y.S.2d 734 [2001]; Ruthman,
Mercadant & Hadjis v. Nardiello, 260 AD2d 904, 906, 688 N.Y.S.2d 823 [1999]).
See also Goldman v. White Plains Center for Nursing Care, LLC, 11 NY3d 173,
176 (2008); MHR Capital Partners L.P. v. Presstek, 12 NY3d 640 (2009); Van Shift
Holdings Ltd. v. Energy Improv Structure Acquisition Corp., 65 AD3d 405 (1st Dept.,
2009).
In interpreting any contract, the courts will not look outside of the four corners of the
instrument especially "where the instrument was negotiated between sophisticated,
counseled people negotiating at arm's length [internal quotation marks and citations
omitted]." Tag 380, LLC v. ComMet 380, Inc., 10 NY3d 507, 513 (2008); Logiudice v.
Logiudice, 67 AD3d 544 (1st Dept., 2009).
An agreement "is unambiguous if the language it uses has a definite precise
meaning, unattended by danger of misconception in the purport of the [agreement] itself,
and concerning which there is no reasonable basis for a difference of opinion'"
(Greenfield v. Philes Records, 98 NY2d 562, 569, 750 N.Y.S.2d 565, [2002],
quoting Vreed v. Ins. Co. of North America, 46 NY2d 351, 355, 413 N.Y.S.2d
351 [1978]; see Williams v. Village of Endicott, 91 AD3d 1160, 1162, 936
N.Y.S.2d 759 [2012]). See also the recent matter of Colonial Pacific Leasing
Corp. v. Brown, 28 Misc 3d 1214(a), 2010WL2927283 (N.Y.Supp.) in which Plaintiff's
motion for summary judgment was denied and the Defendant's motion for summary
judgment dismissing the complaint was granted based on various ambiguities in the
underlying documentary evidence submitted by the Plaintiff.
In addition, "it is a recognized rule of construction that a court should not adopt an