Rosen v. Mega Bloks Inc – Case Brief Summary (New York)

In Rosen v. Mega Bloks Inc., 2007 WL 1958968 (S.D.N.Y. 2007), a Magistrate Judge for the Southern District court, applying New York contract interpretation principles, held that "the mere fact that a document is an 'integral part' of a larger transaction does not mean that any provision contained in that document must be applied to all other documents that are part of the same transaction."

The court in Rosen further noted that:

even though several instruments relating to the same subject and executed at the same time should be construed together to ascertain the intention of the parties, it does not necessarily follow that those instruments constitute one contract or that one contract was accordingly merged in or unified with another so that every provision in one becomes a part of every other. Id. (citing 11 Williston on Contracts § 30:26 (4th ed.)).

Finally, the court in Rosen found that a merger clause is irrelevant to the question of whether one agreements' provisions govern a related agreement. Id.