The court properly concluded that Bartfield was entitled to summary judgment on his breach of contract claim, since the plain language of the Agreement establishes that RMTS was obligated to repurchase Bartfield's equity interest upon the termination of his relationship with RMTS, regardless of the reason for the termination and regardless of whether any of his purchase price had been paid. Moreover, the Note reiterates that payments due under that document would cease upon the termination of Bartfield's relationship with RMTS. The contract provision that Bartfield "devote[d] his full time and effort" to the business of RMTS, is not a "condition precedent" to the repurchase obligation but merely a recognition that Bartfield was giving up his private law practice "subject to his right to continue to represent a few (no more than 5) of his current clients on a part time basis." Appellants' attempts to inject extrinsic evidence are unavailing, since the intention of the parties is clear from the plain language of the two documents.
The court properly awarded Bartfield the full amount of the repurchase price, notwithstanding the Agreement's provision for the payment of monthly installments, and, in any event, the 16-month repayment period that would have applied has expired.
The court properly determined that prejudgment interest was to be awarded from September 13, 1999, which is the undisputed date on which RMTS repudiated its repurchase obligation.
Since the court eventually reinstated RMTS's counterclaim, concluding that factual issues exist "as to whether Bartfield overdrew $200,000 of RMTS's funds prior to his resignation and as to whether he has an obligation to reimburse RMTS for such monies," we exercise our discretion and direct a stay of the execution of the judgment on the breach of contract claim pending determination of the counterclaim (CPLR 3212[e][2]).
We have considered the other arguments raised by RMTS in its appeal from the order disposing of its motion seeking, inter alia, renewal and find them to be without merit.
THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.