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Suffice it to say that, on the record before us, we find the
Redemption Agreement to be ambiguous. We note that both sides
raise colorable textual arguments, that even the 1994 Amendment
to the Redemption Agreement characterizes the original instrument
as susceptible to differing interpretations, and that this issue
formed the basis for protracted and contested litigation
extending over a period of several years before eventually
settling. Such circumstances belie the parties’ representations
that the document is clear on its face.
Accordingly, we conclude that the issue of decedent’s intent
in drafting the Redemption Agreement remains a question of
material fact as to which extrinsic evidence will aid in reaching
an appropriate result. At present the record is lacking in
information which could shed light on decedent’s intentions, and
we therefore leave this matter for development at trial. We will
deny respondent’s motion for partial summary judgment on this
second point.
C. Treatment of Taxes and Administrative Expenses
The third point upon which respondent asks for judgment as a
matter of law is as follows: “Under the operative documents, and
state law properly applied, the burden of taxes and
administrative expenses shall be borne by the Foundation.” More
specifically, it is respondent’s position that: (1) Any
charitable deduction allowable to the Estate for the bequest to
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