Rogoff v Long Is. Univ.

Holding The court affirmed the summary judgment dismissing the breach of contract claim because the employment contract did not contain language entitling the plaintiff to the alleged transition terms. The court held that extrinsic evidence of pre-contract conversations could not be considered to interpret the unambiguous contract.

The court’s words

Whether a contract is ambiguous is a question of law and extrinsic evidence may not be considered unless the document itself is ambiguous

2026 NY Slip Op 05333, at the official text

Ambiguity in a contract arises when the contract, read as a whole, fails to disclose its purpose and the parties' intent

2026 NY Slip Op 05333, at the official text

Courts should be extremely reluctant to interpret an agreement as impliedly stating something which the parties have neglected to specifically include

2026 NY Slip Op 05333, at the official text

the Supreme Court properly declined to consider extrinsic evidence consisting of alleged pre-contract conversations concerning the transition terms

2026 NY Slip Op 05333, at the official text