Gotham Partners, L.P., et al., Respondents, v High River Limited Partnership, Appellant., 76 A.D.3d 203

Summary

Under the unit purchase agreement, the buyer purchased the sellers' shares in a limited partnership (LP). In addition to the purchase price, the agreement required the buyer to pay an additional purchase price if it sold or transferred any of the units within 36 months. The agreement also contained an indemnification provision. After the sellers prevailed on their claim that the buyer was required to pay the contemplated additional purchase price when the LP was merged with another entity within 36 months, the sellers sought their attorney's fees and expenses pursuant to the indemnification provision in the agreement. The court found, inter alia, that because the language of the indemnification provision of the parties' unit purchase agreement did not make it unmistakably clear that the winning side in a breach of contract action would be awarded attorney's fees under that provision, the sellers were not entitled to summary judgment.