The following papers having been read on this motion: Notice of Motion 1 Opposition 2 Reply 3 Defendants move this Court for an order, pursuant to CPLR 3212, seeking summary judgment dismissing all claims asserted against them. Plaintiff has opposed the motion, and the Court has received timely reply. Based upon the following, the motion is hereby granted and the complaint is hereby dismissed forthwith. Plaintiff and Defendant School were parties to a service and maintenance contract entered into on or about June 3, 2013. At the time the contract was executed between these parties, Defendant DeRose was recently employed by Defendant School as a business manager. The purpose of the agreement was so that Plaintiff could perform certain cleaning and maintenance at Defendant School throughout the calendar year, with such duties being broadly stated in the agreement between the parties. The term of the agreement was for one year, and would renew annually unless either party cancelled the agreement with just cause and a thirty (30) written notice. The contract continued to be renewed annually until on or about August 14, 2017, when Defendants provided a letter to Plaintiff cancelling the contract, effective September 30, 2017. As a result, Plaintiff asserts two causes of action against Defendants: first, breach of contract against Defendant School, and; second, tortious interference with contract against Defendant DeRose. The proponent of a summary judgment motion must make a prima facie showing of entitlement to judgment as a matter of law, tendering sufficient evidence to demonstrate the absence of any material issues of fact. Alvarez v. Prospect Hospital, 68 NY2d 320, 508 NYS2d 923 (1986). To make a prima facie showing, the motion must be supported by affidavit, by a copy of the pleadings and by other available proof, such as depositions and written admissions. Id. Once a prima facie showing has been made, the burden shifts to the party opposing the motion for summary judgment to produce evidentiary proof in admissible form sufficient to establish the existence of material issues of fact which require a trial of the action. Id., See also Zuckerman v. City of New York, 49 NY2d 557, 427 NYS2d 595 (1980). Interpretation of an unambiguous contract is a matter for the court. Las Palmeras De Ossining Restaurant, Inc. v. Midway Center Corporation, 107 AD3d 854, 968 NYS2d 529 (2nd Dept., 2013). When the terms of a written contract are clear and unambiguous, the intent of the parties must be found within the four corners of the contract, giving practical interpretation to the language employed and the parties’ reasonable expectations. Patsis v. Nicolia, 120 AD3d 1326, 992 NYS2d 349 (2nd Dept., 2014). Thus, a written agreement that is complete, clear, and unambiguous on its face must be enforced according to the plain meaning of its terms. Bri Jen Realty Corp. v. Altman, 146 AD3d 744, 48 NYs3d 670 (2nd Dept., 2017). A contract should not be interpreted in such a way as to leave one of its provisions substantially without force or effect. Las Palmeras at 856, 532. Here, the portion of the contract in dispute is on page 3 just before the signature line for Defendant and reads as follows: “This is a 12 month binding contract and can only be cancelled by either party with just cause and a 30 day written notice; otherwise, renewal of this service agreement will take effect after each 12 month period of time.” While Plaintiff has interpreted this clause to mean that Defendant is responsible for the entire twelve month period if such cancellation is not sent before a renewal date, Defendant School interpreted this clause to mean that, so long as they had just cause, they can send a thirty-day notice to cancel and no longer be bound to pay for future payments. Since both Plaintiff and Defendant School can be deemed two commercially sophisticated entities, the ambiguity of this clause is irrelevant herein. See Shadlich v. Rongrant Associates, LLC, 66 AD3d 759, 887 NYS2d 228 (2nd Dept., 2009). Instead, this Court finds that this service contract falls within the meaning of General Obligations Law §5-903, and Plaintiff failed to provide the statutory notice as required. See NYDIC/Westchester Mobile MRI Associates v. Lawrence Hospital, 242 AD2d 686, 662 NYS2d 593 (2nd Dept., 1997). Therefore, the subject clause cannot be interpreted to render Defendant School bound for the entirety of the twelve month period from July 1, 2017, through June 30, 2018, rather, either party could simply cancel the agreement with written notice thirty-days in advance and just cause. Absent a definition of just cause contained in the contract, this Court finds that an incident of flooding to the extent described by Defendant School’s maintenance supervisor at his deposition, coupled with incidents of uncleaned carpets and tissue left all over bathroom floors, all of which Plaintiff’s principal testified that he recalled being contacted with complaints over such incidents in Spring of 2017, sufficiently qualify as just cause to terminate the agreement with Plaintiff. Accordingly, Defendant School has satisfied its burden on the portion of the motion seeking judgment as a matter of law dismissing Plaintiff’s first cause of action, and in the absence of a triable issue of fact in opposition, this portion of Defendants’ motion is hereby granted. Turning next to the second cause of action asserted against Defendant DeRose, sounding in tortious interference with contract, the Court finds that Defendant DeRose has satisfied his burden. Indeed, in the absence of a finding of a breach by Defendant School, Plaintiff cannot satisfy an essential element of its claim against Defendant DeRose. See Iacono v. Pilavas, 125 AD3d 811, 4 NYS3d 250 (2nd Dept., 2015). More importantly, it is undisputed that the letter written by Defendant DeRose dated August 14, 2017, informing Plaintiff of its intent to terminate the agreement as of September 30, 2017, was done by him in his capacity as an employee of Defendant School. Since an employee cannot be held liable for inducing his or her employer to breach a contract with a third person when that employee is acting on behalf of the employer and within the scope of his employment, Plaintiff’s claim for tortious interference with contract cannot stand. Thus, the remaining portion of Defendant’s motion requesting judgment as a matter of law dismissing the second cause of action is properly granted. Defendants shall file and serve a copy of the within order with notice of entry upon Plaintiff within thirty (30) days from the date of this order. This hereby constitutes the decision and order of this Court. Dated: September 29, 2020
