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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

 

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