HarperCollins Publishers Inc. v. Wolters Kluwer U.S. Corp.

Judgment, Supreme Court, New York County (Herman Cahn, J.), entered June 26, 1995, which, insofar as appealed from, awarded defendant damages on its first counterclaim for breach of contract, unanimously affirmed, with costs.

Construing the Purchase Agreement so as to accord meaning to each of its parts, the motion court properly concluded that section 6.3 (a) is clear and unambiguous in imposing upon plaintiff the obligation to pay for any funding that was necessary to complete a standard termination of the J.B. Lippincott *213Company and A.J. Holman Pension Plan under section 4041 (b) of ERISA (29 USC § 1341 [b]). The $110,064 funding payment in question was part of the $230,076 funding payment determined by plaintiff’s actuary to be necessary to fully fund the Plan for termination. Thus, it was not an older pre-closing obligation not covered by section 6.3 (a).

We also reject plaintiffs contention that an ambiguity exists because section 6.1 (b) conflicts with section 6.3 (a). The contributions referred to in sections 6.1 (b) and 6.3 (a) are, by their plain terms, separate and distinct. Section 6.1 (b) refers to contributions required to have been made in the past, in the regular course of administering ongoing plans, while section 6.3 (a) refers to acts to be taken in the future to terminate a plan.

We have considered plaintiff’s remaining contentions and find them to be without merit. Concur—Ellerin, J. P., Wallach, Williams, Tom and Andrias, JJ.