Plaintiff's causes of action for breach of contract, promissory estoppel and equitable estoppel were all properly dismissed as "flatly contradicted" by the letter agreement between the parties, which expressly stated their intention not to be bound until a stock purchase agreement was executed and all requisite consents were delivered (see, Quail Ridge Assocs. v. Chemical Bank, 162 A.D.2d 917, 918, lv dismissed 76 N.Y.2d 936). No stock purchase agreement was signed by defendant and, thus, there was no binding contract requiring defendant to issue the subject stock to plaintiff (see,LaRuffa v. Fleet Bank, N.A., 260 A.D.2d 299, 689 N.Y.S.2d 59,citing Scheck v. Francis, 26 N.Y.2d 466, 469-470). In view of the requirement for a written agreement, plaintiff could not have reasonably relied on defendant's alleged representations (see,Prestige Food, Inc. v. Whale Sec. Co., 243 A.D.2d 281, 282).
The motion court properly denied discovery of defendant's intent since the hidden or secret intention of the parties is not determinative of the existence of a contract (see, Brown Bros. Elec. Contr., Inc. v. Beam Constr. Corp., 41 N.Y.2d 397, 399).
THIS CONSTITUTES THE DECISION AND ORDER OF SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.