who supplies the words or from whom a writing otherwise proceeds." Restatement (Second) of
Contracts Section 206 (1981). See also Rentways, Inc. v O'Neill Milk & Cream Co., 308
NY 342, 348, 126 NE2d 271 (1955) (relying on the "well-settled maxim that, where there is
ambiguity in the terms of a [*3]contract prepared by one of the
parties, it is consistent with both reason and justice that any fair doubt as to the meaning of its
own words should be resolved against such party.") (citations omitted). Pursuant to New York
Contract Law, a contract is ambiguous when its terms are reasonably susceptible to two or more
interpretations. Diodato v Eastchester Development Corp., 111 AD2d 303, 489 NYS2d
293, 294 (2d Dept. 1985). See also Paine Webber, Inc. v Elahi, 87 F.3d at 600; In re
Kam Kuo Seafood Corp., 76 Bankr. 297 (Bankrs. S.D.NY 1987). Id. pps. 82-83.
In BT Commercial Corp. v Blum, 175 AD2d 4, the Court stated, "It is established
that an ambiguity in a contract must be construed against the party who drafted it (Lai Ling
Cheng v Modansky Leasing Co., 73 NYS2d 454; Guardian Life Ins. Co. v Schaefer,
70 NY2d 888; Jacobson v Sassower, 66 NY2d 991; Rapid-American Corp. v
Olympic Tower Assocs., 157 AD2d 589; Barclay Knitwear Co. v King'swear
Enters., 141 AD2d 241, lv denied 74 NY2d 605)." Id. p. 44.
In W.W.W. Associates, Inc. v Giancontieri, 77 NY2d 157, "[A] familiar and
eminently sensible proposition of law is that, when parties set down their agreement in a clear,
complete document, their writing should as a rule be enforced according to its terms. Evidence
outside the four corners of the document as to what was really intended but unstated or misstated
is generally inadmissible to add to or vary the writing (see, e.g., Mercury Bay Boating Club v