Plaintiffs Erin Day, Peter Day, Elizabeth Clarke, Jennifer Webb, and David Webb commenced this action against Defendant SLIC Network Solutions, d/b/a Slice Fiber for breach of contract. Plaintiffs' complaint (NYSCEF Doc. No. 4) alleges two causes of action: one for breach of contract seeking specific performance of outstanding obligations, and the second for breach of contract seeking specific performance of future obligations. Said obligations of Defendant include crediting Plaintiffs for each unauthorized connection to a fiber-optic cable network which Plaintiffs paid Defendant to install. Plaintiffs request Defendant be compelled to pay Plaintiffs liquidated damages in the form of a $3,000.00 credit for each past unauthorized connection pursuant to the applicable terms in the contract and an order compelling Defendant to comply with all terms of the contract moving forward. Defendant interposed an answer (NYSCEF Doc. No. 7) asserting eight affirmative defenses and no counterclaims. Issue having been joined, Plaintiffs moved the Court for an order pursuant to CPLR Rule 3212(a) granting them summary judgment on the complaint (NYSCEF Doc. No. 16, Motion #1), relying on the affirmation of Plaintiffs' counsel, Matthew D. Norfolk, Esq. (NYSCEF Doc. No. 17), the affirmation of Plaintiff Peter Day (NYSCEF Doc. No. 21), the joint affirmation of Plaintiffs David and Jennifer Webb (NYSCEF Doc. No. 24), and the exhibits annexed thereto in support. [*2]In response, Defendant cross-moved for summary judgment dismissing the complaint in its entirety (NYSCEF Doc. No. 30, Motion #2), relying on the affirmation of Defendant's counsel, Nathan C. Woodard, Esq. (NYSCEF Doc. No. 31), the affidavit of Defendant's CEO and chairman, Brad Patelli (NYSCEF Doc. No. 32), and the exhibits annexed thereto in opposition.

The following facts are undisputed. Plaintiffs are residents and neighbors on Bear Cub Lane in the Town of North Elba. Defendant is a telecommunications provider which offers installation of fiber-optic cable for telephone and internet services. On June 22, 2016, Plaintiffs entered into a contract with Defendant wherein Plaintiffs agreed to pay $25,500.00 to have Defendant run fiber-optic cable to a terminus point on Bear Cub Lane in order to provide Plaintiffs' homes with telephone and internet services. The contract provides that Defendant will pay a $3,000.00 credit to Plaintiffs for each instance Defendant runs fiber-optic cable to a lot not owned by Plaintiffs by using said terminus point until Plaintiffs have been credited a total of $24,000.00. This credit arrangement allowed for Plaintiffs to recoup their investment, having funded the installation of the fiber-optic network for Defendant to then be able to access and connect new customers past the terminus point of Bear Cub Lane. The contract further provides that these future connections require Plaintiffs' consent. Under the heading, "Rates of Services," there is a clause which says, "[t]he term of this Agreement begins on the date of execution and continues for a period of 36 months." (Emphasis in original and omitted hereinafter). There is no other clause in the contract setting a durational limit for its termination.

Defendant installed the fiber-optic cable. At dates later than 36 months from the execution of the contract, Defendant provided connections to at least three other lots located on Bear Cub Lane by utilizing the terminus point Plaintiffs paid to have installed. Defendant did not provide notice, obtain consent, nor credit Plaintiffs $3,000.00 for each new connection. Defendant denies any obligation to abide by these terms, taking the position that, per the termination clause at issue, the contract's duration expired and no enforceable contract existed at the time of the new connections. Plaintiffs argue the termination clause applies only to the monthly pricing offered in the contract for the telephone and internet services provided, and not to the contract as a whole. Both parties argue the contract is not ambiguous and can be interpreted based on its plain meaning, or, in the alternative, that the contract is ambiguous, offering extrinsic evidence to aid the Court in discerning the parties' intentions.

Summary judgment is appropriate when there are no genuine triable issues of material fact between the parties and the movant is entitled to judgment as a matter of law (CPLR Rule 3212; Alvarez v Prospect Hosp., 68 NY2d 320, 326-327, 501 N.E.2d 572, 508 N.Y.S.2d 923 [1986]). On a motion for summary judgment, the movant must establish its prima facie entitlement to judgment as a matter of law by presenting competent evidence that demonstrates the absence of any material issue of fact (see Alvarez, supra; Winegrad v New York Univ. Med. Ctr., 64 NY2d 85 1, 476 N.E.2d 642, 487 N.Y.S.2d 316 [1985]; Walton v Albany Community Dev. Agency, 279 AD2d 93, 94-95, 718 N.Y.S.2d 456 [2001]). It is only when the movant satisfies its obligation does the burden shift to the nonmovant to present evidence demonstrating the existence of a triable issue of fact (see Lockwood v Layton, 79 AD3d 1342, 1342-1343, 916 N.Y.S.2d 243 [2010]; Huffner v Ziff Weiermiller, Hayden & Mustico, LLP, 55 AD3d 1009, 1011, 871 N.Y.S.2d 733 [2008]; Horth v Mansur, 243 AD2d 1041, 1042, 663 N.Y.S.2d 703 [1997]; DiBartolomeo v St. Peter 's Hosp. of City of Albany, 73 AD3d 1326, 1326, 901 N.Y.S.2d 389 [2010].

At issue is whether the contract is enforceable. As a threshold matter, the Cout must [*3]determine whether the contract is ambiguous (see W.W. W Assoc. v Giancontieri, 77 NY2d 157, 162, 565 N.Y.S.2d 440, 443, 566 N.E.2d 639, 642 [1990] ("Whether or not a writing is ambiguous is a question of law to be resolved by the courts."). It is established law that "when parties set down their agreement in a clear, complete document, their writing should as a rule be enforced according to its terms." Id.; Reiss v Financial Performance Corp., 97 NY2d 195, 198, 738 N.Y.S.2d 658, 764 N.E.2d 958 [2001]; R/S Assocs. v. N.Y Job Dev. Auth., 98 NY2d 29, 32, 744 N.Y.S.2d 358, 360, 771 N.E.2d 240, 242 [2002]. Here, the contract is not ambiguous, as the termination clause at issue stating "[t]he term of this Agreement begins on the date of execution and continues for a period of 36 months" does not create an ambiguity. The contract, including the appended Rider A, clearly and completely sets forth both (1) terms for an agreement to provide telecommunication services at the stated monthly rates offered and guaranteed for 36 months, and (2) terms for an agreement to install fiber-optic cable and reimburse Plaintiffs for their investment when either the $24,000.00 credit cap is reached or Plaintiffs no longer own their properties on Bear Cub Lane.

The contract (Exhibit 1 to the complaint, NYSCEF Doc. No. 5) states, "[Defendant] agrees to terms and conditions relating to any future connections by other Bear Cub Lane Properties as more specifically outlined on Rider A." Having been directed to Rider A (attached to the end of the contract in Exhibit 1 to the complaint, NYSCEF Doc. No. 5), the Court finds the following pertinent provisions:

2. The parties agree that in the event [Defendant] is requested to extend service from Bear Cub Lane . . . to any individual lot that it will first obtain written consent from [Plaintiffs] that the requesting property owner has paid its $3,000 initial installation fee to [Plaintiffs].

4. In the event [Defendant] installs or otherwise allows connection by said third party property owner to its fiber-optic cable, without the requisite consent called for herein, [Defendant] shall be required to pay liquidated damages in the amount of $3,000 in the form of a credit to [Plaintiffs] for each unauthorized connection.

6. Once [Plaintiffs] have been credited the sum of $24,000 this agreement shall automatically terminate.

7. If any [Plaintiff] sells all of their real property interest on Bear Cub Lane, said [Plaintiff] is no longer a party to this agreement and is not entitled to future credits of the installation fee.

It is evident that the parties appended Rider A specifically to address reimbursement to Plaintiffs for funding the installation of the fiber-optic cable on Bear Cub Lane, and couched this agreement within the overall contract to continue in effect until either (l) Plaintiffs no longer owned their lots on Bear Cub Lane, or (2) $24,000.00 had been recovered in the form of credit for the fiber-optic cable being connected to other third-party lots on Bear Cub Lane. Rider A mentions no durational limit on the period of its enforceability and it is not for the Court to supply one here (see Lui v Park Ridge at Terryville Ass'n, 196 AD2d 579, 581, 601 NYS.2d 496, 498 [1993] ("A court should not, under the guise of contract interpretation, 'imply a term which the parties themselves failed to insert' or otherwise rewrite the contract.") (internal citations omitted)).

Turning to said telecommunication services, the main body of the contract sets forth the monthly pricing under the heading, "Rates of Services." This section of the contract also includes [*4]the clause at issue ("[t]he term of this Agreement begins on the date of execution and continues for a period of 36 months"), as well as the clause "[t]he below monthly pricing includes [Defendant's] standard offerings." The only other information provided in this section is a table laying out the monthly pricing rates offered for the various levels of services offered. The contract does not define the term "Agreement," and the term is used throughout the contract in both capitalized and lower-cased form to refer to either the contract as a whole or specific sections within the contract. Thus, the contract includes an agreement to provide telecommunications services at the monthly rates offered therein, and an agreement to install fiber-optic cable for $25,500.00, with remittance of credits to Plaintiffs for recoupment of their investment per the terms of Rider A.^[FN1] Each of these contractual components clearly set forth their own applicable terms and conditions for termination.

Defendant argues that the location of the clause at issue within the contract is not of import, and that whether the clause is found under the heading, "Rates of Services," or elsewhere does not affect its applicability to the overall contract. Defendant contends that the language in the body of the clause itself must be given greater weight than the meaning of the heading. However, the cases it cites are inapposite as the heading here neither contradicts nor is limited by the text of the main body.^[FN2] It is the canon of contract interpretation that every clause and word should be given meaning (see Patrolmen Benevolent Ass'n of City of NY, Inc. v City of NY, 2007 NY Slip Op 10028, ¶ 3, 46 AD3d 378, 380, 848 N.Y.S.2d 80, 82 [2007] (citing Travelers Cas. & Sur. Co. v Certain Underwriters at Lloyd's of London, 96 NY2d 583, 594, 760 NE2d 319, 734 NYS2d 531 [2001]). It is reasonable to rely on headings in interpreting a contract in the absence [*5]of a provision in the contract indicating that headings are not to be used to affect the contract's meaning. (see, e.g., Spectris Inc. v 1997 Milton B. Hollander Family Tr., 2014 NY Slip Op 51131(U), ¶ 12, 44 Misc 3d 1215(A), 1215A, 997 N.Y.S.2d 101, 101 [2014], affm'd, 2016 NY Slip Op 03249, 138 AD3d 626, 31 N.Y.S.3d 469 (2016). Here, the "Rates of Services" section cannot be read to apply to the whole contract based on a plain reading and on the parties' intent.

"In the absence of an express term fixing the duration of a contract, the courts may inquire into the intent of the parties and supply the missing term if a duration may be fairly and reasonably fixed by the surrounding circumstances and the parties' intent." (Haines v New York, 41 NY2d 769, 772, 396 NYS.2d 155, 157, 364 N.E.2d 820, 822 [1977]). The fundamental rule of contract interpretation is that agreements are construed in accord with the parties' intent (see e.g. Slatt v Slatt, 64 NY2d 966, 477 NE2d 1099, 488 NYS2d 645 [1985]), and "[t]he best evidence of what parties to a written agreement intend is what they say in their writing." (Riverside S. Planning corp. v. CRP/Extell Riverside, L.P., 2008 NY Slip Op 10229, ¶ 4, 60 AD3d 61, 66, 869 N.Y.S.2d 511, 516 (2008) (quoting Slamow v. Del Col, 79 NY2d 1016, 1018, 584 NYS2d 424, 425, 594 NE2d 918, 919 [1992]. Here, the Court need not look beyond the four corners of the document to glean the parties' intent. In the recitals of Rider A, the parties make clear [Plaintiffs] would like to protect their initial investment in securing this high capacity(sic) telephone and internet service in the event future Bear Cub Lane property owners desire to obtain service from [Defendant] at some later date." The recitals also identify five lots other than Plaintiffs' on Bear Cub Lane that could obtain service from Defendant using the fiber-optic cable network. Indeed, it is doubtful Plaintiffs would set an arbitrary and relatively short timeframe in which to receive credits considering their intention is to receive reimbursement. In light of this, a scheme whereby Defendant could simply wait three years and proceed with connecting the existing and not-yet existing lots with cable at Plaintiffs' disproportionate expense would unfairly benefit Defendant and the other lot owners who connect to the terminus on Bear Cub Lane. It also defies sense to think Plaintiffs would agree to a 36-month termination period of the entire contract, as termination would also cancel the telecommunication services Defendant provides Plaintiffs pursuant to the contract, thus rendering useless any credits owed to or received by Plaintiffs.^[FN3] In this way, the conditions for termination set forth in Rider A do not apply to the provisions in the "Rates of Services" section, and vice versa.

The Court finds that the contract is enforceable, and that Plaintiffs have established prima facie entitlement to summary judgment for breach of contract as a matter of law, and Defendant raised no issue of material fact. Defendant's affirmative defenses not raised in their moving papers are deemed abandoned.

Based upon the foregoing, Plaintiffs' motion is granted in its entirety. To the extent that the Court has not expressly addressed an issue or argument raised, they have been considered and found to be without merit or rendered academic based upon the findings and determinations made herein. To the that extent the Court has not addressed any requested relief, the same is denied. Thus, having considered NYSCEF document numbers 4-5, 7, 16-27, and 30-37, it is [*6]hereby

ORDERED, that Plaintiffs' motion for an order granting summary judgment against Defendant is granted; and it is further

ORDERED, that Defendant's cross-motion for an order granting summary judgment against Plaintiffs is denied; and it is further

ORDERED, that, within fourteen (14) days of the date of service of notice of entry of this Decision & Order, Defendants are to provide Plaintiffs a credit for each of the three instances Defendant ran fiber-optic cable to a lot owned by a third party, amounting to the sum of $9,000.00, in conformity with the terms of the contract, and it is further

ORDERED, that the contract was, is, and remains enforceable and Defendant must satisfy its obligations thereunder, consistent with the findings and determinations set forth herein, and it is further

ORDERED, that the Clerk of the Court is directed to enter judgment accordingly and that Plaintiffs have execution thereof.

The above constitutes the Decision and Order of the Court.

The original of this Decision and Order has been filed by the Court. Counsel for Plaintiffs is directed to serve all parties with notice of entry.