Timothy H. Poley et al., Appellants, v. Rochester Community Savings Bank et al., Respondents, 140 A.D.2d 933

Summary

The employees sold their company to the bank. The employer, a subsidiary of the bank, executed an asset purchase agreement that it was jointly liable for any obligations or payments of the bank. The employees executed an employment agreement with the employer. The employees brought an action when their employment was terminated. The employees filed a motion for partial summary judgment and asserted that their conduct was not so gross and willful as to warrant dismissal. The trial court denied the motion. On appeal, the court affirmed. The court stated that the contract language was not plain and ambiguous because it did not define what was intended by the terms, "gross and willful." Therefore, a factual issue existed as to its meaning. The court stated that a factual issue was raised whether the parties intended the assumption of joint liability to extend to the employment agreement.