Conway v. 287 Corporate Center Associates

*272Justice RIVERA-SOTO,

dissenting.

Applying a two-step analysis, the majority first reviews extrinsic evidence to interpret a written retainer agreement negotiated between sophisticated parties—one of whom was a lawyer and the other was represented by its own counsel—and, based on that extrinsic evidence, determines that the written retainer agreement is ambiguous. As a result, the majority requires that the same extrinsic evidence used to create the ambiguity be used to cure it. Because that analysis constitutes a misapplication of the parol evidence rule, I respectfully dissent.

The contractual provision at issue here provides in full as follows:

In addition to the minimum time charged set forth below, it is agreed that you will incur an additional fee based upon the following: Should the lawsuit produce any modification of the zone change which permits construction of any type, residential or commercial or the sale or lease of the property to a third person, the firm shall be entitled to an additional $375,000 fee, payable $125,000 per year, due on January 2 of each year following the earlier of [certain enumerated] events____
Payment of these fees will be guaranteed by the individual partners of the partnership (i.e. John Cali and Angelo Cali).
It is agreed that a memorandum that the property is subject to the encumbrance of the payment of these fees shall be filed with the Clerk’s Office of Somerset County under Miscellaneous recorded liens in a format set forth as Exhibit A.

It is that provision that the majority determines is in need of interpretation and, ultimately, modification pursuant to the parol evidence rule. I disagree.

The majority properly recognizes that the parol evidence rule is one of substantive contract law, ante, 187 N.J. at 268, 901 A.2d at 346 (2006), and, in support of that proposition, the majority cites to Atl. N. Airlines, Inc. v. Schwimmer, 12 N.J. 293, 302, 96 A.2d 652 (1953). Although the majority later cites to Schwimmer at length, ante, 187 N.J. at 269-70, 901 A.2d at 347 (2006), it does not reference the passage of Schwimmer directly relevant to this ease:

The “parol evidence rule” is a rule of substantive law not related to interpretation or the admission of evidence for the purpose of interpretation. Oral testimony of facts relevant to meaning are not within that principle. Parol evidence cannot be said “to vary or contradict a writing until by process of interpretation it is determined what the writing means____Such testimony does not vary or contra-*273diet the written words; it determines that which cannot be varied or contradicted.” The “parol evidence rule” purports to exclude testimony “only when it is offered for the purpose of Varying or contradicting1 the terms of an ‘integrated’ contract; it does not purport to exclude evidence offered for the purpose of interpreting and giving a meaning to those terms. The terms of any contract must be given a meaning by interpretation before it can be determined whether an attempt is being made to Vary or contradict1 them.”
[Id. at 302, 96 A.2d 652 (citations omitted).]

Strict adherence to the Schwimmer rule is not only necessary but desirable because

it has long been the law in this State that when the contract is clear the court is bound to enforce the contract as it finds it. The law will not make a better contract for parties than they themselves have seen fit to enter into, or alter it for the benefit of one party and to the detriment of the other. The judicial function of a court of law is to enforce the contract as it is written.
[James v. Fed. Ins. Co., 5 N.J. 21, 24, 73 A.2d 720 (1950) (citing Kupfersmith v. Del Ins. Co., 84 N.J.L. 271, 275, 86 A. 399 (E. & A.1912); Caruso v. John Hancock Mut Life Ins. Co., 136 N.J.L. 597, 598, 57 A.2d 359 (E. & A.1947) (internal quotation marks omitted)).]

The analysis applied by the trial court that first determined this case, before the Appellate Division remanded for the admission of parol evidence to vary the terms of the written retainer agreement, is compelling. Granting an in limine application to prohibit the introduction of parol evidence to contradict or vary the terms of the written retainer agreement, that court held that

the retainer agreement did not include anything with regard to the getting access to Foot Hill Eoad. The retainer agreement is clear and unambiguous. The retainer agreement states when and under what circumstances [ ] the bonus—and I will call it a bonus—the $375,000 bonus would be paid. And there was nothing mentioned by either party in the retainer agreement with regard to the bonus being paid only upon obtaining access.
Consequently, I don’t have any need for parol[ ] evidence to determine what the scope of the retainer agreement was. I’m finding that it’s clear and unambiguous.

At the conclusion of the trial, and ruling on behalf of plaintiff, the court held that

[t]he retainer agreement language is clear and unambiguous. It specifically states as a condition that should the lawsuit produce any modification of the zone change of the property permitting either residential or commercial construction of any kind [plaintiff would be entitled to his success bonus].
The retainer agreement is absolutely devoid of any language whatsoever proposing access as a condition upon which the bonus of $375,000 would be paid.
*274The payment is predicated entirely on the obtaining of the zone change to allow the land to uniform development, and there is no meaning of access at all.
[T]he retainer agreement was the complete and integrated expression of the parties, as evidenced by their acknowledgement and attestation of the agreement.
This is further evidenced by the handwritten correction that was made pertaining to the minimum fees that was added at the time of the signing and the presence of the two Calis, both professional developers, and their independent counsel, Thomas Rizk, Esquire.
Mr. Rizk was an experienced real estate and tax attorney and it seems clear would have undoubtedly raised an objection to the retainer in its signed format when he reviewed it and found it lacked what was claimed to be half the objective, that is the access.
Mr. Rizk, as an attorney, would have been aware of the ramifications that would follow after reviewing the agreement which did not contain any mention of access.
The Court feels there is nothing that needs interpretation. Parol evidence is used only to aid a fact-finder in interpreting an ambiguous agreement. That is not the ease in the present matter. This retainer agreement is unambiguous.

That analysis and its conclusions are legally unassailable. Therefore, I cannot join in the majority’s use of extrinsic evidence to generate an ambiguity in an otherwise unambiguous writing, only to then use that same extrinsic evidence to “cure” the newly-found ambiguity. The proper paradigm instead is set forth in Schwimmer: although one may look to extrinsic evidence to interpret contractual terms, that extrinsic evidence cannot be used to vary or contradict the terms of an integrated and unambiguous contract. Because I find the written retainer agreement to be a clear integrated agreement that is free from ambiguity, I would reverse the Appellate Division and reinstate the August 7, 2002 judgment ordering the payment of the $875,000 bonus or success fees, together with all other proper relief.1

I respectfully dissent.

*275For affirmance—Chief Justice PORITZ and Justices LONG, LaVECCHIA, ZAZZALI, ALBIN and WALLACE—6.

For reversal and reinstatement—Justice RIVERA-SOTO—1.

Because her recovery exceeded 120% of the amount she set forth in a served and filed offer of judgment, R. 4:58-1 to -4, plaintiff originally also was awarded her attorneys' fees, litigation expenses, costs of suit and pre-judgment interest.