Plaintiff seeks to recover the sum of $3,500 for an alleged breach of contract. Plaintiff states that on March 25, 2007, he entered into a contract with Defendant for the installation of two (2) exterior doors, for the sum of $7,000. Defendant paid a deposit of $3,500. The remaining balance was due upon completion of the installation of the doors.

The contract provided that the doors have "raised panels on both sides of the doors". Plaintiff asserts that his interpretation of "raised panels on both sides of the doors" meant installation of raised panels on the front and back sides of the doors and the doors he installed had raised panels on the front and back, therefore he was in compliance with the terms of the contract.

Defendant testified that he relied on Plaintiff's 40 years of experience as a contractor to ensure that the work was done properly. Defendant states that the finished product was not satisfactory and not pursuant to the terms of the contract. Defendant asserts that his interpretation of "raised panels on both sides of the doors" meant the installation of raised panels on the left and right side of the doors and not the front and back sides of the doors, therefore Plaintiff was not in compliance with the contract. Defendant's witness, Julio Ivancic, testified that the work performed was not acceptable and that in his opinion the job was only worth $2,000. On cross-examination, Mr. Ivancic acknowledged that he was not a licensed contractor.

The issue before the Court is whether the phrase in the contract to wit: " raised panels on both sides of the doors" is ambiguous and prone to more than one interpretation.

Two fundamental principles of contract interpretation are that "agreements are to be construed in accord with the parties' intent", and that "the best evidence of what parties to a written agreement intend is what they say in their writing" (Greenfield v. Philles Records, 98 NY2d 562, 570 NYS2d 565, 780 NE2d 166 [2002]; Van Kipnis v. Van Kipnis, 43 AD3d 71, 840 N.Y.S 2d 36, 2007 NY Slip Op. 06074). In the case at bar, there is a difference in interpretation [*2]of what the parties believed to be the intent of the contract. Plaintiff contends that it is his belief that "raised panels on both sides of the doors" meant raised panels on the front and back sides of the doors. Defendant contends that it is his belief that "raised panels on both sides of the doors" meant raised panels on the left and right sides of the doors.

Before looking to evidence of what was in the parties' minds, a Court must give due weight to what was in their contract. (W.W.W. Assoc., v. Giancontieri, 77 NY2d 157, 565 NYS2d 440, 566 NE2d 639 [1990]). In interpreting a contract, the intent of the parties governs (Sheets v. Sheets, 22 AD2d 176, 180, 254 NYS2d 320). A contract should be construed so as to give full meaning and effect to all of its provisions. (Trump-Equitable Fifth Ave. Co. v. H.R.H. Construction Corp., 106 AD2d 242, 244, 485 NYS2d 65 aff'd.,66 NY2d 779,497 NYS2d 369, 488 NE2d 115; Integretated Sales v. Maxwell Corp. of America, 94 AD2d 221, 227, 463 NYS2d 809). Words and phrases are given their plain meaning (Mazzola v. County of Suffolk, 143 AD2d 734, 735, 533 NYS2d 297).

Under New York Law, the initial interpretation of a contract is a matter of law for the Court to decide. The key inquiry at this initial interpretation stage is whether the contract is unambiguous with respect to the question disputed by the parties. (Intl'l Multifoods Corp. v. Commercial Union Ins. Co., 309 F.3d 76, 83 (2d Cir. 2002); K. Bell & Assocs., Inc v. Lloyd's Underwriters, 97 F.3d 632, 637 (Cir. 1966). One doctrine governing the construction of ambiguous contracts is contra proferentum, which holds that ambiguities in a contractual instrument will be resolved against the party who prepared it and in favor of the party who had no voice in the selection of its language. (Bayside Plaza Associates LLC v. Deli Bizz 24 Inc. 14 Misc 3d 1233(A), 836 NYS2d 496, N.Y.City Civ. Ct. [2007]; Jacobson v. Sassower, 66 NY2d 991 [1985]; 151 West Associates v. Printsiples Fabric Corp., 61 NY2d 732 [1984].) However, the rules governing the construction of ambiguous contracts are not triggered unless the Court first finds an ambiguity. (R/S Assoc. v. New York Job Development Authority, 98 NY2d 29 [2002]; Breed v. Ins. Co of North America, 46 NY2d 351 [1995].

The Court finds the phrase "raised panels at both sides of the doors" to be ambiguous in that said language could be interpreted to mean "back and front" of the door as well as "either side"of the front of the door. Plaintiff testified that he is a licensed contractor in business for over 40 years. However, Plaintiff did not submit any evidence or testimony to support his claim that his interpretation of the phrase "raised panels on both sides of the door" was generally accepted in the "business" to mean raised panels on the front and back sides of the door. The Court should not have to look to extrinsic evidence to determine the parties intent or to interpret the meaning of their words. A contract is unambiguous if the language it uses has a definite and precise meaning, unattended by danger of misconception in the purport of the agreement itself, and concerning which there is no reasonable basis for a difference of opinion. (Norma Reynolds Realty Inc. v. Edelman, 2006 NY Slip Op 4261 [2d Dept 2006]; Greenfield v. Philles Records, supra ; Van Kipnis v. Van Kipnis, supra . A contract must be written in such a manner that it is clear that no other interpretation can be gleaned from the contract language. The language must also establish that there was a meeting of the minds. [*3]

Given the fact that the contract was drafted by the Plaintiff, coupled with Plaintiff's forty (40) years of experience as a licensed contractor, it was incumbent on Plaintiff to use language in the contract to obviate any ambiguity. It is axiomatic that "when parties set down their agreement in a clear, complete document, their writing should...be enforced according to its terms." (Vermont Teddy Bear Co. v. 538 Madison Realty Co, 1 NY3d 470, 475 [2004]; WWW Assocs v. Giancontieri, supra ; Bayside Plaza Associates LLC v. Deli Bizz 24 Inc., , supra . Plaintiff should have used clear language to specify the "intent" and " meaning" of the phrase "raised panels on both sides of the doors."

In the case at bar, the language in the contract lends itself to a reasonable basis for a difference of opinion and interpretation. As a lay person, Defendant's interpretation of said language is reasonable, therefore, any ambiguity should be construed in Defendant's favor.

Accordingly, Plaintiff's cause of action for breach of contract is hereby dismissed.

This constitute the Decision and Order of the Court.

DATED: October 25, 2007_________________________________

SYLVIA G. ASH, J.C.C.