Sutton v. East Riv. Sav. Bank

In Sutton v. East Riv. Sav. Bank (55 NY2d 550, 435 NE2d 1075, 450 NYS2d 460 [1982]) a bank claimed that a real estate brokerage commission had not been earned under the literal terms of an agreement. Although the precise conditions stated as to when the commission was earned did not occur, the bank's goal of disposing of its interest in the property to an identified buyer was achieved. After reviewing rules governing interpretation of contracts the Court said: "These guidelines in mind, examination of the agreement as a whole almost unavoidably impresses one with the idea that its broad concern was to effect a satisfactory liquidation of the bank's interest in the property rather than with the design of the transaction by which this would be achieved." (Id. at 555)