In J&A Concrete Corp. v. Everest Reins. Co., 2026 NY Slip Op 26068, the case centered on the whether the under the contract that governed the project’s payment bond required that any lawsuit under the contract be brought in Bronx County courts.
The contract’s venue provision, which was in the “Miscellaneous” or “boiler plate” section of the contract, required that any lawsuit be brought in the “State court [of] competent jurisdiction in and for the country or other political subdivision of the State in which the project, or any part thereof, is situated, or in the United States District Court for the district in which the project, or any part thereof, is situated, and not elsewhere.” (emphasis added).
The plaintiff argued that ‘country’ (with an “r”) was a typographical error and should be read as ‘county’ (without an “r”).
The Court responded by stating, generally, that courts have to apply the language that is specified in the contract. In particular, “this Court is prevented from altering the express language in the [contract]. Again, courts should refrain from interpreting agreements in a manner which implies something not specifically included by the parties, and courts may not by [interpretation] add or excise terms, nor distort the meaning of those used and thereby make a new contract for the parties under the guise of interpreting the writing. Thus, the clear, unequivocal, and express language in the bond only requires that this action be venued in a court within the [applicable country] and fails to mandate a specific location therein.”
This court opinion is yet another example of why “boilerplate” clauses should be reviewed carefully . . . even if you rely on AI.