Contract interpretation principles require courts to give effect to the parties’ intent as expressed in the plain language of their agreement, while reading the contract as a whole and avoiding constructions that render provisions meaningless.

In any contract dispute, “it is necessary to consider the language in the contract, for that is what controls the parties’ rights and responsibilities.” For this reason, New York courts “are guided by the standard rules of contractual interpretation, which provide that ‘a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.’”

In Macklowe Inv. Props. LLC v. MIP 57th Dev. Acquisition LLC, 2025 N.Y. Slip Op. 05192 (1st Dept. Sept. 30, 2025), the plaintiff, a real estate brokerage, sued pursuant to a letter agreement for a leasing commission after securing a tenant for defendants’ property. The letter agreement required satisfaction of a condition precedent before payment of the commission: execution of a leasing commission agreement. Plaintiff never fulfilled this condition.