IS THE PERSONAL GUARANTY AMBIGUOUS?

82-90 Broadway Realty Corp. v New York Supermarket, Inc., 2017 NY Slip Op 07233, Decided on October 18, 2017, Appellate Division, Second Department:

"Contrary to the defendants' contention, the typographical error in the guaranty relating to the year of the lease did not render the guaranty unenforceable. "Where there is no mistake about the agreement and the only mistake alleged is in the reduction of that agreement to writing, such mistake of the scrivener, or of either party, no matter how it occurred, may be corrected" (Born v Schrenkeisen, 110 NY 55, 59; see Nash v Kornblum, 12 NY2d 42, 47; Simek v Cashin, 292 AD2d 439, 440). In such a case, there is no need to reform the contract (see Castellano v State of New York, 43 NY2d 909, 911; Simek v Cashin, 292 AD2d at 440). "[I]n the absence of a claim for reformation, courts may as a matter of interpretation carry out the intentions of the parties by transposing, rejecting, or supplying words to make the meaning of the contract more clear" (Hickman v Saunders, 228 AD2d 559, 560; see Ross v Sherman, 95 AD3d 1100, 1100).

Here, the Supreme Court did not err in finding that the date of the lease in the guaranty should have read "January 15, 2000," rather than "January 15, 2001," notwithstanding the fact that the plaintiff did not seek to reform the contract. The plaintiff's president asserted in his affidavit that, pursuant to the lease, Long Deng was required to execute a guaranty of the lease when he purchased NY Supermarket from its previous owner in March of 2001. The guaranty refers to the same parties and premises as are set forth in the lease, and the same date of the lease except for the incorrect year. Moreover, Long Deng acknowledged that he is the president of NY Supermarket and did not provide a copy of any lease dated January 15, 2001, to which the guaranty could apply. As such, the court correctly interpreted the lease and the guaranty to carry out the intentions of the parties (see Ross v Sherman, 95 AD3d at 1100-1101; Hickman v Saunders, 228 AD2d at 560)."