16606. HARVEY RUDMAN plf-ap, v. CAROL GRAM DEANE, ETC. def-res — Golenbock Eiseman Assor Bell & Peskoe LLP, New York (Jacqueline G. Veit of counsel), for ap — Warner Partners, P.C., New York (Kenneth E. Warner of counsel), for res — Order, Supreme Court, New York County (Shirley Werner Kornreich, J.), entered on or about July 30, 2014, and amended order, same court and Justice, entered September 24, 2014, which, to the extent appealed from as limited by the briefs, granted defendants’ motion for partial summary judgment to the extent of declaring that the managing member of defendant/derivative plaintiff Starrett City Preservation LLC (Preservation) has the power to reallocate the Sharing Ratios of any member of said company once (i) nonparty Starrett City Associates LP (SCA) or its successors has distributed to Preservation all the distributions that SCA is required to make to its managing general partner and general partner under Sections 3.02 and 3.03 of the SCA partnership agreement, (ii) Preservation has distributed to its members, in accordance with Section 4.2 of its LLC Agreement, any and all distributions it received from SCA, and (iii) such distributions by Preservation are $10 million or more, unanimously modified, on the law, to declare that Preservation’s Managing Member has the power to reallocate the Sharing Ratios of any Member once Preservation has distributed to its Members, in accordance with Section 4.2, at least $10 million, and otherwise affirmed, without costs.
“Ambiguity is determined within the four corners of the document” (Brad H. v. City of New York, 17 NY3d 180, 186 [2011]). Hence, in deciding whether section 3.3 of Preservation’s LLC Agreement is ambiguous, we have not considered the extrinsic evidence that plaintiffs urge us to consider, such as the sixteenth amendment to SCA’s partnership agreement, organizational charts and tax documents, and correspondence to SCA’s limited partners.
