Justice Eileen Bransten
County of Nassau moved to dismiss Metropolitan Suburban Bus Authority's (MSBS) complaint in this breach of contract action. MSBS entered into a lease and operating agreement with the county indicating the terms under which MSBS would provide bus service in Nassau. In 2011 MSBS notified the county it was terminating the agreement as of Dec. 11, 2011 and ceased providing same on Jan. 1, 2012. MSBS argued the county became liable for costs of all MSBS employees who were engaged in furnishing bus services as of Jan. 1, 2012, billing the county nearly $11 million. The county argued MSBS failed to state a cause of action, among other things. The court noted the sole dispute was the interpretation of §13(ii) of the agreement. The county argued §13(ii) was only applicable if it required MSBS employees to provide bus service after termination, stating as no MSBS employees furnished services after termination, the county was not responsible for any employee costs. The court agreed finding MSBS's proposed interpretation of the agreement was contrary to the scheme delineated in §13, and looking at the contract as a whole and the parties' intentions, the agreement conclusively established a defense to the asserted breach of contract claim, granting dismissal.
