W.W.W. Associates, Inc. v. Giancontieri

77 N.Y.2d 157 · New York Court of Appeals · 1990

Facts

Defendants contracted to sell a two-acre parcel in Suffolk County to plaintiff. The contract included a reciprocal cancellation clause allowing either party to cancel if pending litigation affecting the property was not resolved by June 1, 1987. When the litigation remained unresolved, defendants canceled the contract, but plaintiff sued for specific performance, claiming the clause was for its sole benefit and could be waived.

Issue

Should an unambiguous reciprocal cancellation provision in a real estate contract be interpreted using extrinsic evidence as a contingency clause solely for the purchaser's benefit, subject to unilateral waiver?

Holding

The court held that the contract's reciprocal cancellation clause was unambiguous and enforceable as written, granting both parties the right to cancel. It reversed the Appellate Division, dismissed the plaintiff's complaint for specific performance, and granted summary judgment to the defendants.

Rule

When parties enter into a clear and complete written agreement, it should generally be enforced according to its terms. Extrinsic and parol evidence is inadmissible to add to, vary, or create an ambiguity in a written agreement that is complete, clear, and unambiguous on its face.

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Case brief last reviewed 2026-04-28. Prepared by CaseReader from the published opinion.