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paper contract with a pen and a signature lineLast May, the Court of Appeals handed down a 4-3 decision in 159 MP Corp. v Redbridge Bedford, 33 N.Y.3d 353 (2019). The facts and opposing opinions were faithfully reported at length in the New York Law Journal’s June 18, 2019 Court of Appeals Roundup column by William T. Russell Jr. and Lynn K. Neuner. I have concluded, however, that further comment and analysis is warranted on the three-judge dissent, which, if adopted by the majority, would have fundamentally altered the very foundation of New York contract law. The court has, for many decades, consistently adhered to interpretive approaches focused on enforcing the contracting parties’ intent, as revealed in the plain language set forth within the four corners of an agreement. In sharp contrast, the dissent advanced a novel, policy-based means of adjudicating contract disputes that would put an end to the predictability and stability that have become hallmarks of New York contract law, and the reasons why contracting parties have so often specified application of New York law in their agreements.

Fortunately, “the center held” and the dissent’s novel approach was rejected. Therefore, the significance of the dissent remains more academic than real. Nonetheless, given the closeness of the vote in 159 MP Corp., I believe that an in-depth analysis of the dissent, and its implications for supplanting the plain language paradigm, is worthwhile.

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