Justice Charles Ramos
An action arose out of a warehouse lending arrangement that plaintiff hedge fund First Acquisition Funding (FAF) provided to defendant 1st Alliance Lending, an originator of mortgages. FAF moved for summary judgment as to liability on its claim that 1st Alliance materially breached the contract by failing to share profits from short refinance loans, for a declaration that 1st Alliance must share profits from short refinance loans for the duration of the term of the agreement, and for legal fees. The court granted 1st Alliance's cross-motion to dismiss the complaint, finding that the parties' second amended Fee Letter, which governs FAF's commitment to provide funding to 1st Alliance or to arrange other funding in exchange for a share of 1st Alliance's profits, contains no language from which it can be inferred that the parties intended to extend 1st Alliance's profit-sharing obligation beyond the consensual termination of the parties' second amended restated Master Purchase Agreement. The court rejected FAF's attempt to introduce communications exchanged during the parties' attempt to settle their dispute and evidence as to their past practices in order to show their purported intent.
