OPHTHALMIC SURGEONS, LTD. v. PAYCHEX, INC.

No. 09-2291.

632 F.3d 31 (2011)

OPHTHALMIC SURGEONS, LTD., Plaintiff, Appellant, v. PAYCHEX, INC., Defendant, Appellee.

United States Court of Appeals, First Circuit.

Decided January 31, 2011.


Attorney(s) appearing for the Case

Daniel V. McKinnon , with whom McKinnon & Harwood, B. Jean Rosiello , and MacFadyen, Gescheidt & O'Brien, were on brief for appellant.

Robert K. Taylor , with whom Partridge Snow & Hahn LLP, was on brief for appellee.

Before TORRUELLA, RIPPLE, and LIPEZ, Circuit Judges.


TORRUELLA, Circuit Judge.

This case evidences the importance of careful contract drafting. In this breach of contract case, the appellee's liability depends primarily on whether one sentence in the contract is clear and unambiguous. Specifically, appellant, Ophthalmic Surgeons, Ltd. ("OSL"), alleges that Paychex, Inc. ("Paychex"), its provider of direct deposit payroll services, breached its obligations under a written agreement when, over a period of six years and...

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