Hay Group Investment Holding B.V. v. Saatchi & Saatchi Co. PLC

Order, Supreme Court, New York County (Walter Schackman, J.), entered June 6, 1995, which granted plaintiffs’ motion and denied defendant’s cross motion for partial summary judgment with respect to the third and fourth causes of action, unanimously affirmed, with costs. We find that the IAS Court properly determined that defendant was obligated to indemnify plaintiffs for contingent employer and employee payroll tax liabilities and withholding tax liabilities of defendant’s subsidiaries, recorded as of July 31, 1990, under the clear and unambiguous terms of the parties’ written Purchase Agreement governing the sale of various subsidiaries to plaintiffs. The record reveals that defendant’s contention, that it was not obligated to indemnify plaintiffs for withholding and payroll taxes attendant to bonuses that accrued prior to the closing date of July 31, 1990 because those bonuses were not actually paid until after that date, is negated by the explicit terms of the parties’ Purchase 459 Agreement (section 3.3 [f]; schedule 3.3 [f]), wherein payroll, employment and withholding taxes are specifically enumerated as contingent liabilities for which defendant must indemnify plaintiffs. Where, as here, the intention of the parties is determinable by construction of the parties’ written agreement, the question is one of law, and was therefore appropriately determined on the cross motions for summary judgment (Benjamin Elec. Eng’g Works v Rampert Constr. Assocs., 173 AD2d 370, lv dismissed 78 NY2d 1006). We have considered defendant’s remaining arguments and find them to be without merit. Concur—Sullivan, J. P., Wallach, Rubin, Kupferman and Mazzarelli, JJ.