Laserfiche WebLink
Case 1:20-bk-12043 Doc 665 Filed 03/31/21 Entered 03/31/21 19:37:22 Desc Main <br />Document Page 3 of 9 <br />administrative and priority claims of the Lenders, which (as noted above) were addressed <br />separately in the First Settlement, "the Lenders would possess only unsecured, non -priority <br />deficiency claims against the Debtors' estate for any amounts left on the DIP Facility and their <br />prepetition debt after the closing of the sale. (Obj. ¶ 5.) The Objection also does not address the <br />fact that the "Final Settlement," as the Liquidating Trustee refers to it, did not purport to alter the <br />treatment of administrative expenses of the DIP Secured Parties and the Prepetition Secured Parties <br />under the Final DIP Order, as modified by the Sale Order. (See Settlement Agreement ¶ 8 ("the <br />terms and provisions of the Sale Order shall remain in full force and effect"); see also App. ¶ 46.) <br />4. Instead, the Liquidating Trustee asks the Court to ignore the entirety of the Final <br />DIP Order, the Sale Order, and the Settlement Agreement, and even most of the language set forth <br />in the Joinder itself, and simply focus on the language in the Joinder stating that "the Joinder <br />Parties waive and release all claims against the Debtors' estates." (Obj. ¶ 16.) But New York law, <br />which the Liquidating Trustee asserts "governs the Settlement Agreement and the Joinder" (id. 15) <br />requires that the provisions of an agreement must be read and interpreted in the entirety of their <br />context, not in isolation as the Liquidating Trustee would have the Court do here. <br />5. Under New York law, "[a] contract should be read as a whole, with every part <br />interpreted with reference to the whole; if possible, the contract will be interpreted so as to give <br />effect to its general purpose." Kaplan v. Kaplan, 174 A.D.3d 691, 693-94 (N.Y. Ap.. Div. 2019); <br />An agreement "should be read as a whole to ensure that undue emphasis is not placed upon <br />particular words or phrases." Id. at 694 (quoting Bailey v. Fish & Neave, 8 N.Y.3d 523, 528 (N.Y. <br />2007). Further, "[a] reading of the contract should not render any provision meaningless .... If a <br />contractual provision is to be enforce, `it must be sufficiently certain and specific so that what was <br />promised can be ascertained. Otherwise, a court, in intervening, would be imposing its own <br />3 <br />