Contracts · MBE-tested
Kemi, Inc., Appellant and Counterclaim Defendant, v. Berlitz International, Inc., Respondent. Ogilvy Group, Inc., Counterclaim Defendant-Appellant
228 A.D.2d 281644 N.Y.S.2d 27·New York Supreme Court, Appellate Division·1996·NY
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Opinion
Kemi, Inc., Appellant and Counterclaim Defendant, v Berlitz International, Inc., Respondent. Ogilvy Group, Inc., Counterclaim Defendant-Appellant.
[644 NYS2d 27]
[MAJORITY]
The disputed provisions in Articles III and IV of the Asset Purchase Agreement do not specify exclusive remedies for breach of warranties made in Article VII thereof. Moreover, a remedy specified for breach of an individual contract term is not necessarily a remedy for breach of other terms in the contract.
The internal memorandum from defendant, produced by counterclaim defendants on their motion, does not show that the parties contemplated that the matter was settled and that there would be no further writings required (cf., Condo v Mulcahy, 88 AD2d 497, 500). We have considered counterclaim defendants’ remaining arguments and find them to be without merit. Concur—Rosenberger, J. P., Wallach, Nardelli and Tom, JJ.