You are here: / / New York Has Not Adopted the “First Clause” Doctrine for Interpretation...

New York Has Not Adopted the “First Clause” Doctrine for Interpretation Contracts with Conflicting Provisions

The First Department noted that New York has not adopted the “first clause” doctrine of contract interpretation with respect to conflicting provisions, i.e., the clause appearing first in the agreement does not necessarily control:

The motion court correctly reconciled apparently conflicting provisions of the partnership agreement, giving meaning to both … . Contrary to plaintiff’s contention, the provision that appears first does not automatically govern, as New York has not adopted the “first clause” doctrine of contract interpretation … . Further, as plaintiff concedes, her interpretation of the contract renders section 6.8(b) superfluous, depriving it of all effect. Section 6.8(a) provides that “[a]; voluntary dissolution (including any dissolution by law resulting from only one Partner remaining . . . following the death . . . of the other Partner(s)) and termination of the Partnership shall override any of the provisions of this Article VI . . . .” Section 6.8(b) of the agreement provides that the partnership will survive the death of a partner if a new partner is admitted no more than 90 days after the death. When read together, these sections provide for dissolution upon the death of a partner unless a new partner is admitted within 90 days … . Le Bel v Donovan, 2014 NY Slip Op 03608, 1st Dept 5-20-14

 

You might also like
ACTION BY PLAINTIFF’S SUBROGEE (INSURER) AGAINST DEFENDANT’S SUBROGEE (INSURER) IN THIS CONSTRUCTION ACCIDENT CASE BARRED BY COLLATERAL ESTOPPEL AND RES JUDICATA, CONCEPTS OF SUBROGATION AND PRIVITY EXPLAINED.
THE MOTION TO SET ASIDE THE VERDICT APPORTIONING LIABILITY TO THE GYNECOLOGIST WHO NOTED IN HIS REPORT HE FOUND “NO ABNORMALITIES” SHOULD HAVE BEEN GRANTED; PLAINTIFF DID NOT PROVE THE NOTATION MISLED THE PRIMARY CARE PHYICIAN RESULTING IN A DELAY IN DIAGNOSING APPENDICITIS (FIRST DEPT).
THE DEFAMATION ACTION AGAINST A REPORTER AND A MEDIA COMPANY WAS PROPERLY DISMISSED PURSUANT TO THE ANTI-SLAPP STATUTE; PLAINTIFFS FAILED TO DEMONSTRATE THE SUIT HAD A “SUBSTANTIAL BASIS IN LAW;” CRITERIA EXPLAINED (FIRST DEPT). ​
THE WAIVER OF INDICTMENT AND SUPERIOR COURT INFORMATION WERE JURISDICTIONALLY DEFECTIVE (FIRST DEPT).
QUESTION OF FACT WHETHER INSTALLING CONDENSERS WAS ‘ALTERATION’ WITHIN THE MEANING OF LABOR LAW 241(6); DEFENDANTS’ SUMMARY JUDGMENT MOTION SHOULD NOT HAVE BEEN GRANTED (FIRST DEPT).
THE MOTION TO VACATE DEFENDANT’S CONVICTION ON INEFFECTIVE ASSISTANCE GROUNDS SHOULD NOT HAVE BEEN DENIED WITHOUT HOLDING A HEARING; THE RECORD WAS NOT SUFFICIENT FOR DIRECT APPEAL AND THE MOTION PAPERS RAISED QUESTIONS REQUIRING A HEARING (FIRST DEPT).
THE WARRANT ENTITLING PLAINTIFF TO MORE THAN 1100 SHARES OF DEFENDANT CORPORATION’S STOCK WAS APPENDED TO PLAINTIFF’S EMPLOYMENT CONTRACT WITH DEFENDANT; THE TWO CONTRACTS DID NOT MERGE AND ANY ALLEGED BREACH OF THE EMPLOYMENT CONTRACT BY PLAINTIFF DID NOT PRECLUDE THE ENFORCEMENT OF THE WARRANT (FIRST DEPT).
THE CORRECTION LAW REQUIRING A SEX OFFENDER TO VERIFY HIS OR HER ADDRESS EVERY NINETY DAYS IS VOID FOR VAGUENESS AS APPLIED TO HOMELESS SEX OFFENDERS (FIRST DEPT). ​

Categories

Sign Up for the Mailing List to Be Notified When the Site Is Updated.

  • This field is for validation purposes and should be left unchanged.

Copyright © 2026 New York Appellate Digest, Inc.
Site by CurlyHost | Privacy Policy

Vocational Factors Not Considered Re: “Temporary Marked Partial Disability... Court Has Inherent Authority to Reinstate Indictment After Dismissal for Legal...