On January 31, 2025, the Fourth Department issued a decision in Lei Linwang v. Sheridan Amherst, LLC, 2025 NY Slip Op. 00595, holding that a court cannot rely solely on the contra proferentem doctrine in interpreting a contract, explaining:
Although it is a basic principle of contract law that a written document is to be construed against the party who prepared it where there are ambiguous or contradictory provisions, that is a rule of construction that should be employed only as a last resort. We conclude, on the record before us, that the court erred in relying solely on the doctrine of contra proferentem to conclude that the tenant does not owe real estate taxes and insurance payments under the lease, inasmuch as it cannot be assumed that all relevant extrinsic evidence has been presented at this stage of the litigation. We consequently reverse the order insofar as appealed from, deny the motion insofar as it sought a declaration that the tenant does not owe any real property taxes or insurance payments under the lease, and remit the matter to Supreme Court for further proceedings on the motion and cross-motion to determine the parties’ intent with respect to the lease, including a hearing if that determination depends on the credibility of extrinsic evidence or on a choice among reasonable inferences to be drawn from such extrinsic evidence.
(Internal quotations and citations omitted).