Echostar Satellite L.L.C. v ESPN Inc., 2011 NY Slip Op 05357 [85 AD3d 584]

June 21, 2011

Appellate Division, First Department

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Emery Celli Brinckerhoff & Abady, LLP, New York (Andrew G. Celli, Jr., of counsel), for appellant. Weil, Gotshal & Manges LLP, New York (David L. Yohai of counsel), for respondents.

Judgment, Supreme Court, New York County (Ira Gammerman, J.H.O.), entered January 6, 2011, in favor of defendants on their respective counterclaims, unanimously affirmed, with costs.

Reading each agreement as a whole and considering the relevant clauses in tandem ( see Lawyers’ Fund for Client Protection of State of N.Y. v Bank Leumi Trust Co. of N.Y. , 94 NY2d 398, 404 [2000]), we find that the agreements provide that the payment of licensing fees is due within 30 days after the defined reporting period ends and that interest on any late payments will begin to accrue on the 30th day. The provision referring to a 45-day period upon which plaintiff relies does not specify the payment due date; it affords plaintiff a 15-day grace period in which to make a late payment without being charged the interest that began accruing on the 30th day.

As the agreements are not ambiguous, we need not resort to the parties’ conduct to shed light on their intent ( see AGCO Corp. v Northrop Grumman Space & Mission Sys. Corp. , 61 AD3d 562 [2009]).

We have considered plaintiff’s remaining contentions and find them without merit. Concur—Mazzarelli, J.P., Andrias, Moskowitz, Richter and Abdus-Salaam, JJ. Motion seeking to supplement appendix granted..