Uribe v. Merchs. Bank of Ny, 693 N.E.2d 740 (NY 1998). · Go Syfert
Search
Uribe v. Merchs. Bank of Ny, 693 N.E.2d 740 (NY 1998). Cases Citing This Book View Copy Cite
188 citation events (169 in the last 25 years) across 24 distinct courts.
Strongest positive: Cass v. Newell (nyappdiv, 2026-04-24)
Treatment trajectory · 1998 → 2026 · click a year to view as-of
1998 2012 2026
Top citers, strongest first. 50 distinct citers. How cited ↗
discussed Cited as authority (rule) Cass v. Newell (2×)
N.Y. App. Div. · 2026 · confidence medium
Plaintiff's interpretation "rests on an impermissibly strain[ed reading] to find an ambiguity which otherwise might not be thought to exist" ( Uribe v Merchants Bank of N.Y. , 91 NY2d 336, 341 [1998] [internal quotation marks omitted]; see Albert Frassetto Enters. v Hartford Fire Ins.
examined Cited as authority (rule) Wright v. TD Bank N.A. (3×) also: Cited "see", Cited "see, e.g."
2d Cir. · 2026 · confidence medium
Therefore, “an exculpatory provision ordinarily will be enforced when its language expresses in unequivocal terms the intention of the parties to relieve a defendant of liability for the defendant’s negligence.” Uribe, 91 N.Y.2d at 341 (internal quotation marks and citation omitted).
discussed Cited as authority (rule) Netlist Inc. v. Samsung Electronics Co., Ltd.
9th Cir. · 2023 · confidence medium
Bank of N.Y., 693 N.E.2d 740, 743 (N.Y. 1998) (construing contract in accordance with the “reasonable expectation and purpose of the ordinary businessperson” (alteration and citation omitted)).
cited Cited as authority (rule) Kings Autoshow, Inc. v. Mitsubishi Motors of North America, Inc.
E.D.N.Y · 2023 · confidence medium
Uribe v. Merchants Bank of N.Y., 693 N.E.2d 740, 743 (N.Y. 1998).
cited Cited as authority (rule) B.D. v. E.D.
N.Y. App. Div. · 2023 · confidence medium
A court should not strain to find an ambiguity in contractual terms ( see Uribe v Merchants Bank of N.Y. , 91 NY2d 336, 341 [1998]).
discussed Cited as authority (rule) Henry v. Capital One, N.A.
2d Cir. · 2023 · confidence medium
And “an exculpatory provision ordinarily will be enforced when its language expresses in unequivocal terms the intention of the parties to relieve a defendant of liability for the defendant’s negligence.” Uribe v. Merchants Bank of N.Y., 91 N.Y.2d 336, 341 (1998) (internal quotation marks omitted).
discussed Cited as authority (rule) White Knight Constr. Contrs., LLC v. Haugh
N.Y. App. Div. · 2023 · confidence medium
Furthermore, any ambiguity in a contract must be construed against the drafter — here, plaintiff by its member Kenneth Kovalewski ( see Uribe v Merchants Bank of N.Y. , 91 NY2d 336, 341 [1998]; Martin v Martin , 163 AD3d 1139 , 1142 [3d Dept 2018]).
discussed Cited as authority (rule) Walker v. Erie Ins. Co.
N.Y. App. Div. · 2022 · confidence medium
Where, as here, "the meaning of [a] . . . contract is plain and clear . . . [it is] entitled to [be] enforced according to its terms . . . [and] not to be subverted by straining to find an ambiguity which otherwise might not be thought to exist" ( Uribe v Merchants Bank of New York , 91 NY2d 336, 341 [1998] [internal quotation marks omitted]).
discussed Cited as authority (rule) Walker v. Erie Ins. Co.
N.Y. App. Div. · 2022 · confidence medium
Where, as here, "the meaning of [a] . . . contract is plain and clear . . . [it is] entitled to [be] enforced according to its terms . . . [and] not to be subverted by straining to find an ambiguity which otherwise might not be thought to exist" ( Uribe v Merchants Bank of New York , 91 NY2d 336, 341 [1998] [internal quotation marks omitted]).
discussed Cited as authority (rule) Henry v. Capital One, N.A.
E.D.N.Y · 2022 · confidence medium
Plaintiff’s release of defendant in the lease agreement achieves the same result. “[I]t is universally understood and accepted that a bank is authorized to rent safe-deposit boxes upon such terms and conditions as may be prescribed.” Uribe v. Merchants Bank of New York, 91 N.Y.2d 336, 341 , 670 N.Y.S.2d 393, 396 (1998) (internal quotations omitted).
cited Cited as authority (rule) Indiana Sugars, Inc. v. Process Engineering Systems, Inc.
N.D. Ill. · 2022 · confidence medium
Bank of N.Y., 91 N.Y.2d 336, 341 (1998)); Kalinkina, 2017 WL 2670751 , at *3; Anunziatta v. Orkin Exterminating Co., Inc., 180 F. Supp. 2d 353, 359 (N.D.N.Y. 2001).
discussed Cited as authority (rule) Elbayoumi v. TD Bank, N.A.
N.Y. App. Div. · 2020 · confidence medium
"It is universally understood and accepted that a bank is authorized to rent safe-deposit boxes upon such terms and conditions as may be prescribed'" ( Uribe v Merchants Bank of N.Y. , 91 NY2d 336, 341 , quoting Banking Law § 96[3][b]). "[A]n exculpatory provision ordinarily will be enforced when its language expresses in unequivocal terms the intention of the parties to relieve a defendant of liability for the defendant's negligence" ( Uribe v Merchants Bank of N.Y. , 91 NY2d at 341 [internal quotation marks omitted]; see Abacus Fed.
discussed Cited as authority (rule) Utica Mutual Ins. Co. v. Fireman's Fund Inc. Co.
2d Cir. · 2020 · confidence medium
If the “contract is reasonably 5 susceptible of only one meaning, a court is not free to alter the contract.” Glob. 6 Reinsurance Corp. of Am., 91 N.E.3d at 1193 (citation omitted); see also Fiore v. Fiore, 7 389 N.E.2d 138, 139 (N.Y. 1979) (“[C]ourts may not rewrite a term of a contract by 8 ‘interpretation’ when it is clear and unambiguous on its face.”); Uribe v. 9 Merchants Bank of N.Y., 693 N.E.2d 740, 743 (N.Y. 1998) (Courts may not 10 “subvert[]” the plain meaning of a contract “by straining to find an ambiguity 11 which otherwise might not be thought to exist.” (cit…
discussed Cited as authority (rule) Frank v. Metalico Rochester, Inc.
N.Y. App. Div. · 2019 · confidence medium
Thus, employing the maxim of contract interpretation stating that " inclusio unius est exclusio alterius (the inclusion of one is the exclusion of another)" ( Uribe v Merchants Bank of N.Y. , 91 NY2d 336, 340 [1998]; see Matter of Avella v City of New York , 29 NY3d 425 , 436 n 5 [2017]; Niagara Frontier Transp.
cited Cited as authority (rule) S.A. De Obras y Servicios, COPASA v. Bank of Nova Scotia
N.Y. App. Div. · 2019 · confidence medium
It is well-settled that contractual limitations on liability are generally enforceable ( see Uribe v Merchants Bank of N.Y. , 91 NY2d 336, 341 [1998]; Metropolitan Life Ins.
discussed Cited as authority (rule) Biggs v. Zoning Board of Appeals
N.Y. Sup. Ct. · 2016 · confidence medium
“Relying on the standard canon of construction of expressio unius est exclusio alterius, we can infer that the expression of [specific] exemptions in the statute indicates an exclusion of others.” ( 94 NY2d at 224 .) “[W]here a law expressly describes a particular act, thing or person to which it shall apply, an irrefutable inference must be drawn that what is omitted or not included was intended to be omitted or excluded.” (McKinney’s Cons Laws of NY, Book 1, Statutes § 240 [cited in Uribe v Merchants Bank of N.Y., 91 NY2d 336, 340 (1998)].) “Where ... [a] statute describes the p…
cited Cited as authority (rule) Luitpold Pharm., Inc. v. Ed. Geistlich Söhne A.G.
2d Cir. · 2015 · confidence medium
Bank of N.Y., 91 N.Y.2d 336, 341 (1998) (internal 16 quotation marks omitted).
discussed Cited as authority (rule) Xerox Corp. v. New York State Tax Appeals Tribunal
N.Y. App. Div. · 2013 · confidence medium
To begin, under statutory principles of construction, in context the phrase “other securities” is limited to security instruments similar or of a like nature to stocks and bonds (see Uribe v Merchants Bank ofN.Y, 91 NY2d 336, 340 [1998] [under the principle of ejusdem generis — of the same kind — the scope of general statutory language, if unclear, is limited by specific terms or phrases that precede it, where the preceding terms/ phrases are themselves of a similar nature]; McKinney’s Cons Laws of NY, Book 1, Statutes § 239 (b)]).
discussed Cited as authority (rule) Xerox Corp. v. New York State Tax Appeals Tribunal
N.Y. App. Div. · 2013 · confidence medium
To begin, under statutory principles of construction, in context the phrase “other securities” is limited to security instruments similar or of a like nature to stocks and bonds (see Uribe v Merchants Bank ofN.Y, 91 NY2d 336, 340 [1998] [under the principle of ejusdem generis — of the same kind — the scope of general statutory language, if unclear, is limited by specific terms or phrases that precede it, where the preceding terms/ phrases are themselves of a similar nature]; McKinney’s Cons Laws of NY, Book 1, Statutes § 239 (b)]).
discussed Cited as authority (rule) Klapper v. Graziano
N.Y. Sup. Ct. · 2013 · confidence medium
To determine the intentions of parties to an exculpatory agreement the court must look to the “reasonable expectation and purpose of the ordinary business [person] when making an ordinary business contract [which] serve as the guideposts to determine intent.” (Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998] [internal quotation marks omitted].) By this measure, Dr. Klapper cannot claim that he had no idea that the Mob Wives show was intended to be aired on television and that it would be promoted and publicized.
discussed Cited as authority (rule) Staviski v. Christa Construction, Inc.
N.Y. App. Div. · 2011 · confidence medium
Such ambiguity must be construed against defendant, as the drafter of the subcontract (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]; Maines Paper & Food Serv., Inc. v Boulevard Burgers Corp., 52 AD3d 1150, 1152 [2008]).
discussed Cited as authority (rule) Baker v. 16 Sutton Place Apartment Corp.
N.Y. App. Div. · 2010 · confidence medium
Realty Assoc., 63 NY2d 396, 404 [1984]), and that even if paragraph 7 were ambiguous, it should be construed against defendant as the drafter of the lease (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]).
discussed Cited as authority (rule) Brothers v. Tyco International, Ltd.
N.Y. App. Div. · 2010 · confidence medium
The defendants established their prima facie entitlement to judgment as a matter of law by submitting a contract between the plaintiffs and ADT, which unequivocally provided that the defendants would not be liable to the plaintiffs for losses due to water intrusion or mold resulting from the installation of the home security system (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]; Lago v Krollage, 78 NY2d 95, 99-100 [1991]).
discussed Cited as authority (rule) Bernstein Family Ltd. Partnership v. Sovereign Partners
N.Y. App. Div. · 2009 · confidence medium
The word “shall” reinforces the conclusion that the specified grounds for not confirming are exclusive, and the specification of those grounds reinforces the conclusion that the word “shall” is as peremptory as it appears to be (cf. Uribe v Merchants Bank of N.Y., 91 NY2d 336, 340 [1998]).
discussed Cited as authority (rule) Westfield Family Physicians v. Healthnow New York, Inc.
N.Y. App. Div. · 2009 · confidence medium
It is well settled that, where parties have set forth their agreement in an unambiguous and complete document, that agreement should be enforced according to its terms (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]; W.W.W.
discussed Cited as authority (rule) Caruso v. Northeast Emergency Medical Associates, P.C.
N.Y. App. Div. · 2008 · confidence medium
To the contrary, the open court stipulation reflects only plaintiff Thomas E Caruso’s belief that he was “going to get a right to sue somebody else”—without clarifying whether “somebody else” referred to defendant or its insurer—and the agreement of plaintiffs’ counsel that any recovery by plaintiffs would be limited to defendant’s “insurance coverage.” In that regard, “it is well established that ‘when the meaning of [a] . . . contract is plain and clear ... [it is] entitled to [be] enforced according to its terms . . . [and] not to be subverted by straining to find …
discussed Cited as authority (rule) Exelon Generation Co. v. General Atomics Technologies Corp.
N.D. Ill. · 2008 · confidence medium
GATC contends that in requesting such damages, Exelon is asking the Court to add an unagreed term to the Heathgate contracts when “ ‘the meaning of [a] ... contract [that] is plain and clear ... [is] entitled to [be] enforced according to its terms.’ ” Uribe v. Merchants Bank of N.Y., 91 N.Y.2d 336, 341 , 670 N.Y.S.2d *898 393, 693 N.E.2d 740, 743 (1998) (quoting Loblaw, Inc. v. Employers’ Liab.
discussed Cited as authority (rule) Popovich v. Sony Music
6th Cir. · 2007 · confidence medium
The “reasonable expectation and purpose of the ordinary business[person] when making an ordinary business contract serve as the guideposts to determine intent.” Uribe v. Merchants Bank of N.Y., 693 N.E.2d 740, 743 (N.Y. 1998) (internal quotation marks and citations omitted).
discussed Cited as authority (rule) Popovich v. Sony Music Entertainment, Inc. (2×)
6th Cir. · 2007 · confidence medium
The "reasonable expectation and purpose of the ordinary business[person] when making an ordinary business contract serve as the guideposts to determine intent." Uribe v. Merchants Bank of N.Y., 91 N.Y.2d 336 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 743 (1998) (internal quotation marks and citations omitted).
discussed Cited as authority (rule) Debell v. Wellbridge Club Management, Inc.
N.Y. App. Div. · 2007 · confidence medium
While this language does not specifically bar suits for personal injuries as a result of defendants’ negligence, it clearly “convey[s] a similar import” (Gross v Sweet, 49 NY2d 102, 108 [1979]), and its plain meaning should not be “ ‘subverted by straining to find an ambiguity which otherwise might not be thought to exist’ ” (Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998], quoting Loblaw, Inc. v Employers’ Liab.
discussed Cited as authority (rule) SR International Business Insurance v. World Trade Center Properties, LLC
2d Cir. · 2006 · signal: cf. · confidence medium
Cf. Uribe v. Merchants Bank of N.Y., 91 N.Y.2d 336, 342 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 744 (1998) (holding that the specific customs and practices of a particular industry “should not be imputed to the average merchant and should not supersede the more generally applicable rules” that governed the interpretation of the contract at issue).
discussed Cited as authority (rule) 1210 Colvin Avenue, Inc. v. Tops Markets, LLC
N.Y. App. Div. · 2006 · confidence medium
Having properly reached that issue, the court properly determined that, pursuant to the unambiguous provision in the respective bookkeeping agreements, only petitioner had the right to initiate arbitration, and the court properly determined that those agreements must be enforced according to their terms (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]; W.W.W.
cited Cited as authority (rule) Obremski v. Image Bank, Inc.
N.Y. App. Div. · 2006 · confidence medium
It is well settled that a contractual limitation on liability is enforceable (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]; Metropolitan Life Ins.
discussed Cited as authority (rule) Madison Avenue Leasehold, LLC v. Madison Bentley Associates LLC
N.Y. App. Div. · 2006 · confidence medium
Yet another consideration in interpreting the guaranty is the reasonable expectations of the parties and the business purpose to be served by their contract (Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]).
discussed Cited as authority (rule) Rogers v. Ciprian
N.Y. App. Div. · 2005 · confidence medium
A plaintiff may not bring an action in his individual capacity “to recover for wrongdoing done to a corporation” (Matter of Spear, Leeds & Kellogg v Bullseye Sec., 291 AD2d 255, 256 [2002], citing Uribe v Merchants Bank of N.Y., 239 AD2d 128 [1997], affd 91 NY2d 336, 341 [1998]).
cited Cited as authority (rule) TCW/Camil Holding L.L.C. v. Fox Horan & Camerini L.L.P. (In Re TCW/Camil Holding L.L.C.)
Bankr. D. Del. · 2005 · confidence medium
Uribe v. Merchants Bank of N.Y., 91 N.Y.2d 336 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 743 (N.Y.1998). *131 23.
discussed Cited as authority (rule) In Re Enron Corp. Securities, Derivative
S.D. Tex. · 2005 · confidence medium
Loans, Inc., 88 F.3d 347, 355 (5th Cir. 1996), cert. denied, 519 U.S. 1078 , 117 S.Ct. 740 , 136 L.Ed.2d 679 (1997); Uribe v. Merchants Bank, 91 N.Y.2d 336, 341 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 743 (N.Y.1998) (applying New York law); DaPuzzo v. Globalvest Mgmt.
examined Cited as authority (rule) Allocco Recycling, Ltd. v. Doherty (4×) also: Cited "see"
S.D.N.Y. · 2005 · confidence medium
Co., 90 N.Y.2d 274 , 660 N.Y.S.2d 536 , 683 N.E.2d 1, 6 (1997); Uribe v. Merchants Bank of N.Y., 91 N.Y.2d 336 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 743 (1998); Two Guys From Harrison-N.Y., Inc. v. S.F.R.
discussed Cited as authority (rule) Lawrence v. CB Richard Ellis, Inc.
N.Y. App. Term. · 2005 · confidence medium
Contrary to the view expressed by the court in its bench decision, evidence of custom or industry practice may not be used to contradict the employment agreement’s plain meaning (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 342 [1998]; AG Capital Funding Partners, L.P. v State St.
cited Cited as authority (rule) AG Capital Funding Partners, L.P. v. State Street Bank & Trust Co.
N.Y. App. Div. · 2004 · confidence medium
Therefore, State Street may not introduce evidence of custom or industry practice to subvert the agreement’s plain meaning (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 342 [1998]; Michael J.
discussed Cited as authority (rule) American Building Maintenance Co. v. Solow Management Corp.
N.Y. App. Div. · 2004 · confidence medium
Taking into account the parties’ reasonable expectations and the sound business purpose to be served by their contract (see Uribe v Merchants Bank, 91 NY2d 336, 341 [1998]), defendant’s interpretation is untenable because it fails to give effect to the contract provision intended to protect it against price increases attributable to staffing (see Ruttenberg v Davidge Data Sys.
discussed Cited as authority (rule) Sailsman Graphics Co. v. Verizon Yellow Pages Co.
N.Y. App. Div. · 2004 · confidence medium
Reasonably interpreted (see Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998]), those terms sustain defendants’ position that the issue period of the directories could be extended for up to six months, either before or after the date of publication.
discussed Cited as authority (rule) Carr v. Champagne Trucking
N.Y. Sup. Ct., Wayne Cty. · 2004 · confidence medium
This approach was apotheosized in Gross v Sweet ( 49 NY2d 102, 106 [1979]), where the Court of Appeals admonished "that the law frowns upon contracts intended to exculpate a party from the consequences of his own negligence, and though, with certain exceptions, they are enforceable, such agreements are subject to close judicial [*4] scrutiny." [FN3] Regarding exculpatory, as opposed to indemnity contracts, this judicial disfavor has manifested into something akin to a litmus "express words" test, where the contract must specifically state that one party is being absolved from future claims of …
discussed Cited as authority (rule) Bombay Realty Corp. v. Magna Carta, Inc.
NY · 2003 · confidence medium
The “reasonable expectation and purpose of the ordinary business [person] when making an ordinary business contract” would not require an outside third party to voluntarily open up its books for Cellular (Uribe v Merchants Bank of N.Y., 91 NY2d 336, 341 [1998] [citations and internal quotation marks omitted]).
discussed Cited as authority (rule) Niagara Frontier Transportation Authority v. Euro-United Corp.
N.Y. App. Div. · 2003 · confidence medium
KPMG contends that the specific provision of the occupancy agreement requiring it to remove those items listed in exhibit A is controlling over the provision in the lease requiring Euro-United of Canada to remove all equipment from the property, under a conflict of laws provision in the occupancy agreement as well as under the maxim of inclusio unius est exclusio alteráis, i.e., “the inclusion of one is the exclusion of another” (Uribe v Merchants Bank of N.Y., 91 NY2d 336, 340 [1998]).
discussed Cited as authority (rule) White Rose Food v. Saleh
NY · 2003 · confidence medium
The plain reading of that phrase is that appellant was aware of and agreed to the pertinent provisions of the note (see Uribe u Merchants Bank of N.Y., 91 NY2d 336, 341 [1998] [a contract should be enforced according to its terms and is “not to be subverted by straining to find an ambiguity which otherwise might not be thought to exist”] [internal quotation marks omitted]).
examined Cited as authority (rule) Commercial Union Insurance v. Blue Water Yacht Club Ass'n (4×) also: Cited "see"
E.D.N.Y · 2003 · confidence medium
Uribe, 91 N.Y.2d at 341 , 693 N.E.2d at 396 (noting that the intentions of the parties is determined by the level of sophistication and acumen of the particular parties).
discussed Cited as authority (rule) Eastman Kodak Co. v. STWB INC.
S.D.N.Y. · 2002 · confidence medium
“The tests to be applied [to determine intent] ... are common speech ... and the reasonable expectation and purpose of the ordinary businessperson in the factual context in which the terms of art and understanding are used, often also keyed to the level of business sophistication and acumen of the particular parties.” Uribe v. Merchants Bank of New York, 91 N.Y.2d 336 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 743 (1998) (internal citation omitted). 5.
cited Cited as authority (rule) U.S. Bank National Ass'n v. Angeion Corp.
Minn. Ct. App. · 2000 · confidence medium
Uribe v. Merchants Bank, 91 N.Y.2d 336 , 670 N.Y.S.2d 393 , 693 N.E.2d 740, 743 (1998).
examined Cited as authority (rule) Van-Go Transport Co. v. New York City Board of Education (4×) also: Cited "see"
E.D.N.Y · 1999 · confidence medium
“Payment” means “[t]he act of paying or state of being paid.” Id. at 864.
Retrieving the full opinion text from the archive…
Hernando Uribe Et Al., Appellants,
v.
Merchants Bank of New York, Respondent
New York Court of Appeals.
Mar 31, 1998.
693 N.E.2d 740
POINTS OF COUNSEL, Tolmage, Peskin, Harris & Falick, New York City CAlexander J. Wulwick of counsel), for H. Uribe, Inc., appellant., Simon, Meyrowitz & Meyrowitz, L. L. P., New York City (Mitchell B. Shenkman of counsel), for respondent.
Bellacosa.
Cited by 95 opinions  |  Published

OPINION OF THE COURT

Bellacosa, J.

This case is about the effort of appellant H. Uribe, Inc. to re[*338] cover for an alleged theft from its safe-deposit box rented from defendant Merchants Bank of New York. Cash, gems and other items, worth approximately $2,000,000, were allegedly missing or stolen.

The issue on appeal is whether the term “valuable papers,” among the items specified in the rental agreement as allowed for storage in the box, may be interpreted to include currency or cash. We conclude that “valuable papers” in this juridical context and contest is unambiguous as used in this rental agreement, is sufficiently specific and exclusive in its usage, and was not intended to encompass legal tender. Thus, the defendant bank is not liable for the allegedly missing currency.

L

Defendant Merchants Bank’s standard safe-deposit box rental agreement provides in pertinent part:

“The safe is leased solely for the purpose of keeping securities, jewelry, valuable papers, and precious metals only, and the Renters agree not to use the said safe for any other purpose” (emphasis supplied).

Paragraphs (7) and (12) of the bank’s Safe Deposit Department Rules and Regulations also contain language limiting the bank’s potential liability:

“It is expressly agreed that this Lease is not to be construed to establish any relation of bailor and bailee between Renters and Bank, and that Bank has no knowledge of and exercises no supervision over the deposit of property, examination or removal of any property at any time contained in the Safe. Renters assume all risks arising out of the deposit of property or securities in the Safe. Renters expressly waive every presumption of law that loss shall have occurred through Bank’s negligence, and agree that Bank shall not be liable for any loss sustained by Renters unless the loss was caused by some specific, clearly proven and willful act of Bank. Bank shall not be liable for any act or omission of persons not employed by it” (emphasis supplied).

In December 1990, Hernando Uribe, a wholesale gem dealer, leased a box at the Manhattan West 47th Street branch of Merchants Bank of New York. One year later, title to the box[*339] was transferred to his corporate entity, plaintiff-appellant, H. Uribe, Inc.

In a transaction on November 30, 1992 at Merchants Bank, Hernando Uribe sold 15 emeralds of 78 carats weight to a Korean purchaser. Uribe had allegedly received the emeralds on consignment from a Colombian gem dealer. Uribe claims that he placed the entire cash proceeds of the sale in the safe-deposit box, expecting to remit the money to the consignor of the merchandise when the latter returned to New York a few days later.

On December 4, 1992, the cash, gems and other property were reportedly stolen from the safe-deposit box. Uribe originally sued in his individual and corporate capacity, but only H. Uribe, Inc. is now involved on this appeal. The prayer for relief seeks damages specifically for an unrecovered $170,270 in cash, which was part of the $555,000 allegedly stored in the box. Merchants Bank moved for partial summary judgment to dismiss the claim insofar as it was directed against the bank for recovery of the missing cash. Supreme Court granted partial summary judgment, dismissing the missing currency claim.

The Appellate Division affirmed (239 AD2d 128). It concluded that “the clear qualifying language of the safe deposit box rental agreement, which expressly limited authorized items for deposit ‘only’ and ‘solely to those listed, was unambiguous and unequivocally excluded currency as an authorized item for deposit” (id., at 129). The Presiding Justice dissented in part on the ground that the average depositor would not “appreciate * * * the crucial distinction between valuable paper and valuable papers” and could believe that “currency, undoubtedly a type of valuable paper, was expressly permitted” (id., at 130). The dissent further urged that “the provision upon which the bank presently relies expresses no limitation of liability whatsoever” (id., at 131).

IL

Appellant concedes that “at first blush ‘valuable papers’ might be thought of as referring only to various kinds of legal or business documents.” It nonetheless suggests that “valuable papers” is an ambiguous term that may be read to include the singular usage “paper.” It urges, therefore, that the phrase would connote and import its own recognized intrinsic value, like currency and cash. That would, however, constitute a semiotic and substantive transformation.

[*340] In usual parlance and understanding, the term “valuable papers” is customarily limited to various kinds of legal or business documents (see, Goncalves v Regent Intl. Hotels, 58 NY2d 206, 217, n 2 [quoting Bouvier’s Law Dictionary 1080 (Baldwin’s Students ed 1940) (defining “safe” as “receptacle * * * for containing money, valuable papers, or the like”)]; Flores v Mosler Safe Co., 7 NY2d 276, 279; Matter of Robinson, 257 App Div 405, 407; cf, Matter of Swade, 65 App Div 592, 596; Black’s Law Dictionary 1551 [6th ed 1990]; compare, Banking Law § 234 [9] [authorizing savings banks to “rent() safe deposit boxes in which to keep personal property and papers of any kind”]; General Business Law § 200 [permitting deposit of “money, jewels, ornaments, bank notes, bonds, negotiable securities or precious stones” in hotel, motel, inn or steamboat safes or safe-deposit boxes] [emphasis added]; General Construction Law § 39 [personal property includes “chattels, money, things in action, and all written instruments themselves”] [emphasis added]).

Traditional rules of construction further enlighten our analysis and prompt our conclusion. In the rental agreement at issue, “valuable papers” is included among a list of depositable items, exclusively specified as “jewelry,” “securities” and “precious metals.”

The principle of ejusdem generis (of the same kind) instructs that “valuable papers” in this context should be given a limited interpretation (see, Matter of Riefberg, 58 NY2d 134, 141-142; see also, McKinney’s Cons Laws of NY, Book 1, Statutes § 239 [b]). A narrow sweep is emphasized by two adverbs, “solely” and “only,” used within the same sentence.

Thus, we are not persuaded by appellant Uribe’s argument that paper money and stacked bills, because they are not expressly excluded, may be treated as included within the term of art — “valuable papers” — (see, McKinney’s Cons Laws of NY, Book 1, Statutes § 240; see also, Two Guys from Harrison-N. Y. v S.F.R. Realty Assocs., 63 NY2d 396, 404). That notion is further dispelled by another canon of interpretive construction: inclusio unius est exclusio alterius (the inclusion of one is the exclusion of another). This maxim more readily comports with our view that the omission of “cash,” “currency,” “legal tender” or “paper money,” in the context of the surrounding precisely limited and specific language and exclusive listings, is intentional and unambiguous. Therefore, the term “valuable papers” should not be enlarged and transformed by the courts to allow the deposit of cash, a specific authorization the box[*341] rental agreement failed to specify. The definition this commercial dealer now proposes rests on an impermissibly “strain [ed reading] to find an ambiguity which otherwise might not be thought to exist” (Loblaw, Inc. v Employers’ Liab. Assur. Corp., 57 NY2d 872, 877).

IIL

It is universally understood and accepted that a bank is authorized to rent safe-deposit boxes “upon such terms and conditions as may be prescribed” (Banking Law § 96 [3] [b]; see, Gaita v Windsor Bank, 251 NY 152; Radelman v Manufacturers Hanover Trust Co., 61 Misc 2d 669; Goldbaum v Bank Leumi Trust Co., 543 F Supp 434 [SD NY]). To be sure, the commercial terms may not be unconscionable or violative of a supervening public policy (see, Lombardo v Manufacturers & Traders Trust Co., 120 AD2d 941, 942; Goldbaum v Bank Leumi Trust Co., 543 F Supp 434, supra). None of that is involved or claimed to be at issue in this case.

Next, an exculpatory provision ordinarily will be enforced when its language “expresses in unequivocal terms the intention of the parties to relieve a defendant of liability for the defendant’s negligence” (Lago v Krollage, 78 NY2d 95, 100; see, Seaboard Sur. Co. v Gillette Co., 64 NY2d 304, 311). Although “ambiguities * * * are * * * to be construed against the [drafter], particularly when found in an exclusionary clause” (Ace Wire & Cable Co. v Aetna Cas. & Sur. Co., 60 NY2d 390, 398), it is well established that “when the meaning of [a] * * * contract is plain and clear * * * [it is] entitled to [be] enforced according to its terms * * * [and] not to be subverted by straining to find an ambiguity which otherwise might not be thought to exist” (Loblaw, Inc. v Employers’ Liab. Assur. Corp., 57 NY2d 872, 877, supra).

This Court has held that “ ‘reasonable expectation and purpose of the ordinary business [person] when making an ordinary business contract’ ” serve as the guideposts to determine intent (Album Realty Corp. v American Home Assur. Co., 80 NY2d 1008, 1010 [quoting Bird v St. Paul Fire & Mar. Ins. Co., 224 NY 47, 51]). Thus, the “tests to be applied * * * are common speech * * * and the reasonable expectation and purpose of the ordinary business [person],” in the factual context in which terms of art and understanding are used, often also keyed to the level of business sophistication and acumen of the particular parties (Ace Wire & Cable Co. v Aetna Cas. & Sur. Co., supra, 60 NY2d, at 398; see, Michaels v City of [*342] Buffalo, 85 NY2d 754, 757; Miller v Continental Ins. Co., 40 NY2d 675, 676).

IV.

Plaintiff-appellant H. Uribe, Inc. would supplant these formidable propositions for this case by suggesting that it is not unusual for gem merchants to hold large sums of cash in safe-deposit boxes for short periods of time. Even assuming that is so, this claimed custom of the gem trade should not be imputed to the average merchant and should not supersede the more generally applicable rules for deciding this case.

We conclude that the average commercial dealer would more likely and ordinarily secure cash by deposit in accounts, not by stacking the cache in a safe-deposit box. Uribe’s theory, in any event, should not be allowed to trump the more usual general practices and expectations of those who trade in the marketplace and use commercial storage mechanisms. The defendant bank should not have to stand, therefore, for the currency loss since legal tender (a term of art, among other synonyms, to aptly describe the lost commodity and its unique value) was not a specified item for authorized storage in the box, within the “valuable papers” term (another distinct term of art), as it is used in the lease.

Because interpretive language “should not compel resort to a magnifying glass and lexicon” (Gross v Sweet, 49 NY2d 102, 107) to discern its legal import and consequences, we are satisfied to apply the more usual, plain and common meaning of the key term in the rental lease. In sum, therefore, we agree that the Appellate Division properly concluded that the safe-deposit box rental agreement, used and controverted in this case, excludes cash, currency or legal tender and provides the bank with a cognizable rejection of Uribe’s claim for loss of that kind of contents from the safe-deposit box.

Accordingly, the order of the Appellate Division should be affirmed, with costs, and the certified question answered in the affirmative.

Chief Judge Kaye and Judges Titone, Smith, Levine, Ciparick and Wesley concur.

Order affirmed, etc.