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Case 1:20-bk-12043 Doc 665 Filed 03/31/21 Entered 03/31/21 19:37:22 Desc Main <br />Document Page 4 of 9 <br />conception of what the parties should or might have undertaken, rather than confining itself to the <br />implementation of a bargain to which' the parties have committed themselves." CNR Healthcare <br />Network, Inc. v. 86 Lefferts Corp., 59 A.D.3d 486, 489 (quoting Joseph Martin, Jr., Delicatessen, <br />Inc. v. Schumacher, 52 N.Y.2d 105, 109 (N.Y. 1981); see also City of Buffalo City Sch. Dist. <br />v.LPCiminelli, Inc., 159 A.D.3d 1468, 1472 (N.Y. App. Div. 2018) ("we must read [the parties' <br />agreements] as a whole and construe them in such a manner `as to give full meaning and effect to <br />the material provisions' and `not render any portion meaningless"') (quoting Beal Say. Bank v. <br />Sommer, 8 N.Y.3d 318, 324 (N.Y. 2007); "It has been repeatedly stated that an interpretation of a <br />contract should not be adopted if to do so would leave a provision thereof without force or effect." <br />(citing Corhill Corp. v. S.D. Plants, Inc., 9 N.Y.2d 595, 599 (N.Y. 1961).) Further, where a contract <br />references other documents, the contract must be interpreted in the context of those documents. <br />See, e.g. Guerini Stone Co. v. P.J. Carlin Constr. Co., 240 U.S. 264, 278-79 (1916) ("a reference <br />by the contracting parties to an extraneous writing for a particular purpose makes it a part of their <br />agreement only for the purpose specified"). None of the cases cited by the Objection is to the <br />contrary. See, e.g., In re ASPC Corp., 601 B.R. 776, 800 (Bankr. S.D. Ohio 2019) (interpretation <br />of a court order must be based on "reviewing an order in its entirety"); Greater Eastern Transp. <br />LLC v. Waste Mgmt. of Conn., Inc., 211 F. Supp. 2d 499, 503 (S.D.N.Y. 2002) ("New York law. <br />.. require[s] the Court to read meaning into each provision of a contract, if possible"). <br />6. Here, the purpose and of the lenders' release in the Settlement Agreement was to <br />resolve the last of their claims—i.e., "their unsecured, non -priority deficiency claims" —which <br />were the lenders only remaining claims after the close of the sale pursuant to the First Settlement. <br />(Obj. ¶ 5.) As pointed out in the Application, the purpose of the Joinder was to ensure that <br />Cortland/AD "released any claims it might hold on behalf of the DIP Lenders and the Prepetition <br />4 <br />