STEVEN CALOCERINOS, PLAINTIFF-APPELLANT,V C&S WORLDWIDE HOLDINGS, INC.,DEFENDANT-RESPONDENT.MENTER, RUDIN & TRIVELPIECE, P.C., SYRACUSE (MICHAEL J. BALESTRA OFCOUNSEL), FOR PLAINTIFF-APPELLANT.BOND, SCHOENECK & KING, PLLC, SYRACUSE (JONATHAN B. FELLOWS OFCOUNSEL), FOR DEFENDANT-RESPONDENT.Appeal from a judgment (denominated order) of the Supreme Court,Onondaga County (Donald A. Greenwood, J.), entered March 13, 2017.The judgment, among other things, declared that defendant is entitledto reduce the repurchase price of plaintiff’s shares by 30%.It is hereby ORDERED that the judgment so appealed from isunanimously affirmed without costs.Memorandum: Plaintiff was formerly employed by a subsidiary ofdefendant as an engineer. The Second Amended and Restated ShareholderAgreement (agreement) between the parties provides, inter alia, thatdefendant would repurchase plaintiff’s shares of defendant’s stockwhen plaintiff left defendant’s employ. The agreement furtherprovides that, if plaintiff engaged in conduct that was in conflict orcompetition with defendant’s business, within two years after leavingdefendant’s employ, defendant would reduce the repurchase price forplaintiff’s shares by 30%. The agreement lists illustrative examplesof the types of conduct that would result in a reduction in therepurchase price, but it clearly states that the conflicting orcompetitive conduct is not limited to those examples.After plaintiff left defendant’s employ, defendant concluded thatplaintiff was engaged in conduct in competition with defendant’sbusiness and reduced the repurchase price for plaintiff’s sharesaccordingly. Plaintiff thereafter commenced this action asserting twocauses of action, one for breach of contract and another seeking adeclaration that defendant had violated the terms of the agreement.Plaintiff moved for summary judgment on the complaint, and defendantcross-moved for summary judgment dismissing the complaint. SupremeCourt denied the motion, in effect granted the cross motion, anddeclared that defendant is entitled to reduce the repurchase price forplaintiff’s shares by 30%. We affirm.We reject plaintiff’s contention that the court erred ininterpreting the agreement. “As a general rule, courts must enforceshareholder agreements according to their terms” (Matter of PenepentCorp., 96 NY2d 186, 192 [2001]), and they must “examin[e] the terms ofthe agreement as a whole and giv[e] a practical interpretation to thelanguage employed” (Matter of El-Roh Realty Corp., 48 AD3d 1190, 1192[4th Dept 2008]). Here, the agreement plainly provides for areduction of the repurchase price for an employee’s shares if theemployee, within two years of leaving defendant’s employ, “engage[s]in any other business or activity that might conflict or compete withthe business or activity of [defendant], and/or of [defendant's]clients or customers, without the express prior written approval of[defendant's] Board of Directors.” Plaintiff admitted in an affidavitin support of his motion that he was formerly employed by defendant inSyracuse as “a licensed professional engineer,” and that,approximately 27 days after leaving defendant’s employ, he “opened anoffice in Liverpool, New York[,] for the purpose of providingengineering services in the Central New York area.” Inasmuch asplaintiff was engaging in a business that conflicted or competed withdefendant’s business and he did not have the express prior writtenapproval of defendant’s Board of Directors, we conclude that the courtdid not err in declaring that defendant was entitled to reduce therepurchase price for plaintiff’s shares as provided in the agreement.We reject plaintiff’s contention that the illustrative examplesof certain types of competitive conduct listed in the agreement werethe only types of conduct that could result in a reduction of therepurchase price of his shares. Just after the provision in theagreement stating that an employee, plaintiff in this case, may not“directly or indirectly, engage in . . . any other business oractivity that might conflict or compete with the business or activityof” defendant, the agreement further provides that, “[i]n elaborationof the foregoing and not in limitation thereof,” certain conduct isspecifically prohibited. Plaintiff’s proposed interpretation of theagreement gives no effect to the language immediately preceding theillustrative list of prohibited conduct and thus violates the well-settled rule that “a court should not read a contract so as to renderany term, phrase, or provision meaningless or superfluous” (Givati vAir Techniques, Inc., 104 AD3d 644, 645 [2d Dept 2013];see Beal Sav.Bank v Sommer, 8 NY3d 318, 324 [2007]).We have considered plaintiff’s remaining contentions and concludethat they are without merit.Entered: June 8, 2018 Mark W. BennettClerk of the Court
