
    R & W Jett, Inc., Doing Business as Sam’s Auto Parts, Appellant, v Michael Futerman, Also Known as Mike Futerman, Respondent.
   Order unanimously affirmed, without costs. Memorandum: Plaintiff seeks damages and a permanent injunction prohibiting defendant from contacting any of its customers. Plaintiff moved for partial summary judgment on its third and fourth causes of action which alleged that defendant breached its duty to transfer good will when selling its auto parts business. 11 Special Term properly denied the motion because there is a triable issue of fact whether the parties intended to transfer good will. Although the purchase agreement covers the transfer of fixed assets, inventory and good will, the purchase price of the inventory was to be determined at a later date. When the inventory was taken, an inventory summary sheet was prepared, the final page of which is headed “Adjustments” and lists a final selling price including inventory, rent adjustment, fixed assets and cash on hand, but not the $1 previously mentioned for good will. Defendant alleged in a verified answer that this was because plaintiff’s chairman and defendant agreed that good will would not be included in the sale. If the inventory summary sheet constitutes an effective modification of the purchase agreement (see Becker v Faber, 280 NY 146; 22 NY Jur 2d, Contracts, §411, p 327; General Obligations Law, § 5-1103), it must be read in conjunction with the original agreement to ascertain the intent of the parties (see Millet v Slocum, 4 AD2d 528, affd 5 NY2d 734; 22 NY Jur 2d, Contracts, § 412, p 329). This presents an issue of fact that may be resolved at trial by parol evidence (Sutton v East Riv. Sav. Bank, 55 NY2d 550, 554). Mohawk Maintenance Co. v Kessler (52 NY2d 276, 286) is not to the contrary because unlike the case before us, there was in that case “little doubt that a transfer of ‘good will’ was intended”. (Appeal from order of Supreme Court, Genesee County, Patlow, J. — partial summary judgment.) Present — Hancock, Jr., J. P., Doerr, Denman, Green and Moule, JJ.  