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Commercial Division Blog: Current Developments in the Commercial Divisions of the New York State Courts

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October 23, 2024 Bench Trial Results In Award To Building Developer Against General Contractor, And Larger Award On General Contactor’s Counterclaim
On August 23, 2024, Justice Andrea Masley awarded both plaintiff and defendant partial recovery following a bench trial arising from a construction dispute, and dismissed defendant’s claim against a third party defendant/contractor. The case is KTG Hospitality, LLC v World Class Constr. Inc., Index No. 650482/2017. Read More
September 18, 2024 Contract Claim Fails Because Plaintiff Was Not Party to Contract and Because Plaintiff Failed to Allege Underlying Facts Showing Breach
On August 21, 2024, Justice Margaret A. Chan of the New York County Commercial Division issued a decision in Tandym Group, LLC v. Mission Staffing Inc., Index No. 655839/2023, granting defendants' motion to dismiss claims for breach of a purported nonsolicitation and confidentiality agreement on the grounds that (i) plaintiff was not a party to the purported agreement, and (ii) plaintiff failed to allege "which, if any, clients were purportedly solicited or interfered with by defendants," or "what, if any, confidential information was misappropriated," explaining: Read More
December 8, 2023 Court Denies Motion To Dismiss Upon Reargument Finding Causation Was Alleged
In a Decision and Order, dated October 25, 2023, in Prospect Capital Corp. v. Morgan Lewis & Bockius LLP, Index No. 653941/2022, Justice Margaret A. Chan granted plaintiff’s motion for reargument and, upon reargument, denied defendant’s motion to dismiss. The case concerned plaintiff’s claim for legal malpractice in connection with services rendered by defendants while negotiating the terms of a subordinated debt agreement. The Court had previously granted defendants’ motion to dismiss due to failure to allege causation or damages. However, upon reargument, the Court explained: Read More
November 10, 2023 Res Judicata and Collateral Estoppel Do Not Apply To Claims Over Which An Arbitrator Lacked Jurisdiction
In a Decision and Order, dated October 11, 2023, in BT Supplies West, Inc. v. Brookline, LLC., Index No. 651364/2023, Justice Margaret A. Chan denied defendant’s motion to dismiss plaintiff’s breach of contract and account stated claims. (Schlam Stone & Dolan LLP represents the plaintiff in this action). Defendant argued that plaintiff’s claims should be dismissed because they were previously decided in an arbitration and thus res judicata or collateral estoppel applied. The court rejected defendant’s position, explaining: Read More
October 13, 2023 Court Denies Motion For Summary Judgment In Dispute Concerning MLB
In a Decision and Order, dated September 6, 2023, in Oneonta Athletic Corporation d/b/a Norwich Sea Unicorns v. Detroit Tigers, Inc. et ano., Index No. 651080/2022, Justice Barry Ostrager denied Defendants’ motion for summary judgment on plaintiff’s sole remaining claim, for tortious interference with contract, arising out of the decision by Major League Baseball to reduce the number of minor league terms from 160 to 120. The Court explained: Read More
June 30, 2023 Strict, Rather than Substantial, Compliance With Notice-of-Claim Procedures in Public-Works Contract Required
On May 31, 2023, Justice Melissa Crane issued a decision in WDF, Inc. v. Dormitory Authority of the State of New York, 2023 NY Slip Op 31870(U), holding that a contractor's strict, rather than substantial, compliance with conditions precedent to payment for extra work in a public-works contract was required, explaining: Read More
June 7, 2023 Summary Judgment Denied Where Plaintiff’s Demand Conflicted with Parties’ Course of Dealing and Express Terms of Contract
On May 23, 2023, Justice Andrew Borrok of the New York County Commercial Division issued a decision in GalaxE.Healthcare Sols., Inc. v. RxSense, LLC, 2023 N.Y. Misc. LEXIS 2568. The Court denied the plaintiff’s motion for summary judgment, finding that the plaintiff’s claim was contradicted by the parties’ prior course of dealing and the express terms of the parties’ agreement. The Court explained: Read More
May 10, 2023 Motion for Summary Judgment in Lieu of Complaint Properly Granted Despite Additional Performance Obligations by Borrower
In a decision dated May 2, 2023, in BBM3, LLC v. James Vosotas, Index No. 652015/21, First Department Case Nos. 2022-01935 and 2023-00050, the Appellate Division, First Department affirmed the decision by the Motion Court, Andrew Borrok, J., granting plaintiff’s motion pursuant to CPLR 3212 for summary judgment in lieu of complaint. The First Department explained: Read More
May 8, 2023 Motion for Leave to Amend Granted Where no Additional Discovery Needed
On April 5, 2023, Justice Joel M. Cohen of the New York County Commercial Division issued a decision in National Union Fire Insurance Company of Pittsburgh, P.A. Ace American Insurance Company, Index No. 653702/2020. The Court granted Plaintiff National Union’s motion for leave to amend its complaint “to change its claim from breach of the duty good faith and fair dealing under New York law to equitable subrogation under Georgia law.” The Court held that the motion should be granted as the defendant showed no prejudice or surprise from the proposed amendment. The Court explained: Read More
April 7, 2023 Arbitral Award Confirmed Over Objection That Arbitrators Effectively Rewrote Force Majeure Clause
On March 27, 2023, Justice Margaret A. Chan of the New York County Commercial Division issued a decision in GFK US MRI, LLC v. LHK Partners, Inc., 2023 NY Slip Op 30969(U), confirming an arbitral award over an objection that the arbitration panel violated public policy, relied on a force majeure clause not addressed by the parties, and effectively rewrote the parties' force majeure clause, explaining: Read More
March 17, 2023 Attorneys’ Fees Award Reasonable Based on Work Completed and Result Achieved
On February 14, 2023, Justice Margaret Chan of the New York County Commercial Division issued a decision in Pacific Premier Bank v. HNI, LLC, 2023 N.Y. LEXIS 647, confirming the report and recommendation of Special Referee Jeremy R. Feinberg awarding plaintiff nearly $1 million in attorneys’ fees and costs incurred in the litigation pursuant to a contractual provision. The Court explained: Read More
March 9, 2023 First Party's Failure to Perform "On Behalf of" Second Party, As Required By Contract, Is Not a Default By Second Party
On February 23, 2023, Justice Andrew Borrok issued a decision in Citibank, N.A. v. N/A, 2-23 NY Slip Op 30559(U), holding that a party to a contract (Party B) does not breach that contract when a different party (Party A), which is obligated to perform "on behalf of" the former party (Party B), fails to perform, explaining: Read More
January 13, 2023 Merger Clause and Express Language in Written Contract Bar Claim Based on Alleged Side Oral Agreement
On December 19, 2022, Justice Melissa A. Crane of the New York County Commercial Division issued a decision in IBT Media, Inc. v. Pragad, 2022 NYLJ LEXIS 2665, dismissing claims based on an alleged side oral agreement to reconvey an asset after that asset was sold because the asset purchase agreement expressly disclaimed a repurchase right and included a merger clause, explaining: Read More
January 11, 2023 Summary Judgment Motion Denied When Movant Failed to Show as a Matter of Law that Nonmovants' Performance Under Contract Was Possible
On December 22, 2022, Justice Robert R. Reed of the New York County Commercial Division issued a decision in J.P. Morgan Ventures Energy Corp. v. Miami Wind I LLC, 2022 NYLJ LEXIS 2667, denying the plaintiff's motion for summary judgment in a contract suit on the ground that, while the defendants had the burden of proving their force-majeure defense, the plaintiff failed to show as a matter of law that defendants' performance was "possible," explaining: Read More
November 18, 2022 No Account Stated Claim in Absence of Underlying Agreement
On November 3, 2022, Justice Robert R. Reed of the New York County Commercial Division issued a decision in AmTrust North America, Inc. v. Share, 2022 N.Y. Slip Op. 51081(U), dismissing a claim for account stated in the absence of an underlying contract, explaining: Read More
November 2, 2022 Opportunity to Comment on Proposed Change to Commercial Division Rules Regarding Virtual Evidentiary Hearings and Bench Trials
The Office of Court Administration has asked for public comment on the Commercial Division Advisory … Read More
August 24, 2022 Arbitration Permanently Stayed Given Dispute Over Authenticity of Agreement Containing Arbitration Clause
On August 18, 2022, Justice Barry R. Ostrager of the New York County Commercial Division issued a decision in SMI Central Park Tower LLC v. Genesis Central Park Tower, LLC, Index No. 655036/2021, granting an Article 75 petition to permanently stay arbitration when there was a genuine dispute concerning whether the alleged agreement including the arbitration clause was authentic, explaining: Read More
August 22, 2022 Party Cannot Avoid Narrow Dispute-Resolution Clause in Contract By Dressing Up Claim of Breach as a Breach of a Covenant To Which Dispute-Resolution Clause Does Not Apply
On June 21, 2022, Justice Joel M. Cohen of the New York County Commercial Division issued a decision in BD Capital Partners Ltd. v. EBIX, Inc., 2022 N.Y. Slip Op. 31951(U), holding that a party cannot avoid a narrow dispute-resolution clause in a contract by dressing up its allegations as a breach of separate covenants in a contract to which the dispute-resolution clause does not apply, explaining: Read More
July 27, 2022 Commercial Lease Requiring Tenant to Maintain $2 Million of Insurance Coverage in a "Single Limit" Was Not the Same as Requiring this Coverage "Per Incident"
On June 27, 2022, Justice Margaret Chan of the New York County Commercial Division issued a decision in Booston LLC v. 35 West Realty Co., LLC, Index No. 654308/2019, holding that a commercial lease that required tenant to maintain $2 million of general-liability coverage in a "single limit" permitted tenant to maintain $2 million of coverage in the aggregate, rather than $2 million "per incident," explaining: Read More
July 22, 2022 Fraud Claim Dismissed as Duplicative of Breach of Contract Claim
In a Decision and Order dated May 5, 2022, in Coulter v. Sorenson, 2022 NY Slip. Op. 31480(U), Justice Barry R. Ostrager granted defendants’ motion to dismiss plaintiff’s fraud claim as duplicative of plaintiff’s surviving breach of contract claim. Read More
July 20, 2022 Plaintiff Not Entitled to Exercise Stock Option Because Request Was Untimely
In a Decision and Order dated May 11, 2022, in MacDonald v. GuarantR, Inc.., 2022 NY Slip. Op. 31525(U), Justice Joel M. Cohen granted defendant’s motion for summary judgment on Plaintiff’s claim for breach of contract stemming from defendant’s refusal to issue shares to plaintiff pursuant to a stock option provision in a consulting agreement between plaintiff and defendant.  To be entitled to the shares, plaintiff had to exercise the option within three months of the termination of his service relationship with defendant.  Service relationship was defined, in turn, as “the continuous period during which” plaintiff was “engaged as a consultant by and/or [is] engaged in another service relationship with, the Company”. Read More
July 18, 2022 Allegations that Defendant Encumbered Its Interests in Development Project to Obtain Financing States Breach of Contract Claim
On May 9, 2022, in a decision and order in AmBase Corp. v. 111 W. 57th Sponsor LLC, 2022 NY Slip. Op. 31503(U), Justice Joel M. Cohen denied Defendant’s motion to dismiss a breach of contract cause of action premised on Defendant’s obtaining financing for a development project to fund capital calls that allegedly encumbered Defendant’s interest in the project. Read More
June 17, 2022 Contractual Obligation to Maintain Insurance and Indemnify Party Demonstrates It Was Intended Beneficiary of Contract
On March 29, 2022, in Board of Mgrs. of the St. Tropez Condominium v. JMA Consultants, Inc., INDEX NO. 656079/2018, Third-Party Index No. 596075/2019, Justice Andrew Borrok of the New York County Commercial Division denied those portions of third party defendant contractor’s motion to dismiss the amended third party complaint alleging breach of contract and contractual indemnification because the contractual language is clear that the third party plaintiff architect/engineer was an intended beneficiary of the contract. Read More
April 6, 2022 Contractual Interest Rate Trumps Statutory Pre-Judgment Interest Rate
On March 2, 2022, Justice Andrea Masley of the New York County Commercial Division issued a decision in BNP Paribas, Singapore Branch v. Natixis, N.Y. Branch, 2022 N.Y. Slip Op. 30679(U), holding that a contractual agreement concerning the rate of interest to be paid by the defendant will control over New York statutory rate of 9% for prejudgment interest, explaining: Read More
April 5, 2022 One-Action Rule Does Not Bar Simultaneous U.C.C. Foreclosure and Action to Foreclose on Mortgage and Recover Deficiency Judgment from Guarantors
On February 28, 2022, Justice Elizabeth H. Emerson of the Suffolk County Commercial Division issued a decision in Nebari Natural Resources Credit Fund I, LP v. Speyside Holdings, LLC, 2022 N.Y. Slip Op. 50164(U), holding that New York's one-action rule does not bar a lender from conducting a U.C.C. foreclosure while simultaneously bringing an action to foreclose on a mortgage and recover a deficiency judgment under various "bad boy" guaranties, explaining: Read More
April 1, 2022 Court Dismisses Counterclaim Concerning Breach of Confidentiality Agreement Because Subsequent Agreement on Same Subject Matter Controls Written by: Jeffrey M. Eilender, Samuel L. Butt, Joshua Wurtzel,
In a Decision and Order, dated February 1, 2022, in Lazar v. Dweck, 2022 N.Y. Slip. Op. 30406(U), Justice Jennifer Schecter granted plaintiff’s motion to dismiss a counterclaim alleging breach of a confidentiality and non-disclosure agreement. Read More
March 7, 2022 Ambiguous Lease Clause Could Entitle Commercial Tenant to Rent Abatement During COVID Period
On February 24, 2022, the First Department issued a decision in Schulte Roth & Zabel LLP v. Metropolitan 919 3rd Avenue LLC, 2022 N.Y. Slip Op. 01261, holding that a clause in tenant-law firm Schulte Roth & Zabel's commercial lease entitling the tenant to a rent abatement under designated circumstances was ambiguous, and so the landlord's motion to dismiss the tenant's complaint for a rent abatement during the COVID period when most of the tenant's employees were working remotely was properly denied, explaining: Read More
March 2, 2022 Exclusivity Fee in Term Sheet Constituted Liquidated Damages Provision and Barred Further Recovery Written by: Joshua Wurtzel, Jeffrey M. Eilender, Samuel L. Butt
In a Decision and Order dated February 9, 2022, in Parkmerced Invs. v. WeWork Cos. LLC, Index No. 652094/2020, Justice Andrea Masley granted defendant WeWork’s motion to dismiss. Plaintiff alleged breach of contract, breach of the covenant and good faith and fair dealing, and promissory estoppel arising out a redevelopment in San Francisco with respect to which plaintiff and WeWork had signed a non-binding term sheet containing the material terms of WeWork’s investment in the project, including an exclusivity clause and a $20 million exclusivity fee. Ultimately, WeWork did not participate in the redevelopment project. In granting dismissal, Justice Masley read the exclusivity fee as a liquidated damages provision. Read More
February 25, 2022 Lack of Due Diligence and Awareness of Risks Irrelevant Where Claim is for Fraudulent Inducement
On January 5, 2022, Justice Masley of the New York County Commercial Division issued a decision in BRL Hampton Rd. LLC v. Heather, 2022 NY Slip Op 30039(U), granting plaintiff summary judgment even though it failed to conduct due diligence, was aware of the risks with a startup and was the one who had the idea to lend $1 million to defendant to get the construction project moving. The Court explained: Read More
February 23, 2022 Plaintiff Cannot Claim Fraud Despite Concealment Where Party’s Action Was Consistent with SLA
On January 27, 2022, Justice Borrok of the New York County Commercial Division issued a decision in HOV Servs., Inc. v ASG Tech. Group, Inc., 2022 NY Slip Op 30299(U), granting defendant’s motion to dismiss claims for fraudulent inducement and violation of GBL § 349 and denying plaintiff’s affirmative defense of fraud where plaintiff alleged, among other things, that defendant concealed its belief that plaintiff was in violation of the Overlapping Customer Restriction: Read More
February 11, 2022 Summary Judgment in Lieu of Complaint Based on Guaranty Appropriate Even When Court Must Also Look to Underlying Loan Agreement
On December 23, 2021, Justice Margaret Chan of the New York County Commercial Division issued a decision in BSP Agency LLC v. Katzoff, 2021 NYLJ LEXIS 1310, granting the plaintiff's motion for summary judgment in lieu of complaint on a guaranty, and rejecting the defendant's argument that summary judgment in lieu of complaint was unavailable because the court had to look to the underlying loan agreement to determine liability, holding: Read More
February 2, 2022 Denial of Motion to Dismiss on Legal Grounds Does Not Necessarily Entitle Plaintiff to Summary Judgment
On January 5, 2022, Justice Margaret Chan of the New York County Commercial Division issued a decision in SL Globetrotter, L.P. v. Suvretta Capital Mgmt., LLC, 2022 N.Y. Slip Op. 30076(U), denying a plaintiff's motion for summary judgment on liability and rejecting the plaintiff's argument that the court's decision denying defendants' motion to dismiss entitled plaintiff to summary judgment, explaining: Read More
December 15, 2021 U.C.C. Foreclosure Sale Held During December Holiday Season Not Commercially Unreasonable
On December 8, 2021, Justice Leon Ruchelsman of the Kings County Commercial Division issued a decision in Lincoln Street Mezz II, LLC v. One Lincoln Mezz 2 LLC, Index No. 530492/2021, denying a mezz borrower's motion for a preliminary injunction staying a U.C.C. foreclosure sale scheduled for December 20, 2021, and rejecting the mezz borrower's arguments that the sale was commercially unreasonable because, among other things, it was "scheduled to take place right before and indeed during the holiday season," and thus gave prospective buyers "insufficient time" to "obtain the necessary financing," explaining: Read More
October 27, 2021 Clear and Unambiguous Language Trumps Claim for Breach of Covenant of Good Faith and Fair Dealing
On September 22, 2021, the Second Department issued a decision in Woodmere Rehabilitation v. Zafrin, 2021 NY Slip Op 05039, affirming Justice Stephen Bucaria's order dismissing the claims of the trustees, as landlord, for breach of the lease and the covenant of good faith and fair dealing with respect to the right to operate nursing home beds. The trustees claimed that a provision in the lease requiring the tenant, a nursing home operator, to deliver the facility as a licensed first class nursing home did not grant them an interest in the right to operate the nursing home. Read More
October 8, 2021 Settlement Agreement Providing that Trustees to Distribute Shares as if "Subsequent Recovery" Ignored as "Gap Filler"
On August 19, 2021, in Matter of Wells Fargo Bank v Aegon USA Inv. Mgt., LLC, 2021 NY Slip Op 04740,… Read More
October 6, 2021 Summary Judgment for Breach of Contract Denied Where Plaintiff Failed to Show it Satisfied Contractual Condition Precedents to Terminate for Cause
On August 25, 2021, in Turner Towers Tenant Corp. v RCI Plumbing Corp., 2021 NY Slip Op 04774, the S… Read More
September 24, 2021 Claim for Tortious Interference With Business Relations Fails Because Defendant Acted In Self Interest
On July 28, 2021, the Second Department issued a decision in Stuart's LLC v. Edelman, 2021 N.Y.… Read More
September 17, 2021 No-Action Provisions Did Not Mandate Dismissal Of Plaintiffs’ Claims
On August 16, 2021, Justice Joel M. Cohen issued a decision in Audax Credit Opportunities Offshore L… Read More
September 15, 2021 Guaranties For Payment And Performance Are Not Instruments For Payment Of Money Only And Therefore Do Not Provide A Basis For Summary Judgment In Lieu of Complaint Under CPLR § 3213
On September 3, 2021, in Bank of America, N.A. v. Filho et al., N.Y. Sup. Ct. Index No. 654603/2019,… Read More
September 13, 2021 Courts Will Not Imply a Contract When There Is an Express Written Agreement
On August 24, 2021, Justice Ostrager of the New York Commercial Division issued a decision in Tri-Ci… Read More
August 25, 2021 Owners of Residential Units in Luxury Condominium Were Third-Party Beneficiaries of Clause in Ground Lease Concerning Quality of Hotel To Be Operated on Lower Floors of Building
On August 5, 2021, the First Department issued a decision in Residential Board of Millennium Point v… Read More
August 23, 2021 Under Principle of Ejusdem Generis, Use of “Any and All” In Contract Clause Before List of Specific Activities Does Not Expand Clause Beyond Activities Specified
On July 30, 2021, Justice Ostrager of the New York County Commercial Division issued a decision in L… Read More
August 18, 2021 A Creditor is Only Entitled to Recover Past Due Installments on Defaulted Note Absent an Acceleration Clause
On July 9, 2021, the Fourth Department issued a decision in Estate of Kathryn Essig v. Essig, 2021 N… Read More
August 12, 2021 Financial Difficulties Due to COVID-19 Pandemic No Excuse for Failure to Pay Pursuant to Settlement Agreement
On June 9, 2020, Justice Schecter of the New York County Commercial Division issued a decision in Ma… Read More
August 11, 2021 Attorney's Response to Email Agreeing to Settle Case Sufficient to Form a Valid Enforceable Settlement Agreement
On July 16, 2021, the Fourth Department issued a decision in Field v. Pet Haven, Inc., (2021 NY Slip… Read More
August 9, 2021 Contract Clause Capping Damages Absent Willful Conduct Must Be Enforced Where Breaching Party's Conduct was Merely Intentional Nonperfomance
On July 15, 2021, the First Department issued a decision in MUFG Union Bank, N.A. v. Axos Bank, et a… Read More
July 16, 2021 Attorney's Standard E-mail Signature Block Sufficient to Create Binding Agreement
On July 08, 2021, the First Department issued a decision in Matter of Philadelphia Ins. Indem. Co. v… Read More
July 3, 2021 Offering Circular Cannot be Used to Help Interpret an Unambiguous Indenture
On June 28, 2021, Justice Reed of the New York County Commercial Division issued a decision in In th… Read More
June 22, 2021 Allegations the Release Was Procured by Fraud Fail When the Alleged Fraud is the Fraud That is the Subject of the Release
On June 2, 2021, Justice Ostrager of the New York County Commercial Division issued a decision in Ch… Read More
June 18, 2021 Defendant Liable for Terminating Contract Without Observing Contract's Notice and Cure Provision
On June 3, 2021, the First Department issued a decision in Alloy Advisory, LLC v. 503 W. 33rd St. As… Read More
June 14, 2021 Party to Agreement Not to Disclose Ongoing Negotiations Can Be Held Liable for Time and Money Spent on Negotiations
On May 18, 2021, the First Department issued a decision in Garda USA, Inc. v. Sun Capital Partners, … Read More
June 13, 2021 Broker Not Entitled to Commission Because it was not the Procuring Cause of the Sale
On May 20, 2021, the First Department issued a decision Capin & Assoc., Inc. v. Herskovitz, 2021… Read More
June 11, 2021 Unjust Enrichment and Breach of Contract Claims Not Duplicative When There is a Question of Fact Regarding the Existence of a Contract
On May 27, 2021, the First Department issued a decision in CIP GP 2018, LLC v. Koplewicz, 2021 NY Sl… Read More
May 30, 2021 The Parties' Course of Dealing Called Into Question the Effect of a Release
On May 19, 2021, the Second Department issued a decision in United Airconditioning Corp. v. Axis Pip… Read More
May 23, 2021 Fraud Claim Cannot be Based on Misrepresentations of an Intention to Perform a Contract
On May 13, 2021, the First Department issued a decision in 320 W. 115 Realty LLC v. All Bldg. Constr… Read More
May 20, 2021 Deficiencies in Notice and Demand to Cure Bar Eviction
On April 2, 2021, Justice Walker of the Erie County Commercial Division issued a decision in Ronald … Read More
May 2, 2021 Breach of Contract Claim Dismissed for Failure to Allege Damages
On April 29, 2021, the First Department issued a decision in AmBase Corp. v. 111 W. 57th Sponsor LLC… Read More
April 21, 2021 Remedy for Prohibited Transfer is Voiding Transfer, Not Money Damages
On April 1, 2021, Justice Cohen of the New York County Commercial Division issued a decision in JDS … Read More
April 20, 2021 Duty to Notify Parties of Defective Loans in RMBS Trust Found to Be Separate Duty, Not Condition Precedent to Duty to Cure
On April 13, 2021, the First Department issued a decision in Matter of Part 60 RMBS Put - Back Litig… Read More
April 14, 2021 Incidental Beneficiaries Cannot Bring Third-Party Beneficiary Claims
On April 1, 2021, the First Department issued a decision in Levin v. Salvini, 2021 NY Slip Op. 02074… Read More
March 31, 2021 Plaintiff May Not Terminate Contract Without Observing Contract's Termination Procedures
On February 28, 2021, Justice Sherwood of the New York County Commercial Division issued a decision … Read More
March 22, 2021 Court Rejects Lack of Consideration Defense
On February 24, 2021, Justice Cohen of the New York County Commercial Division issued a decision in … Read More
March 16, 2021 That LLC Was Not Formed When it Was Assigned Note Did Not Cause it to Lack Standing to Enforce Note
On March 10, 2021, the Second Department issued a decision in Torto Note Member, LLC v. Babad, 2021 … Read More
March 12, 2021 Acknowledgement of Debt Can Be Valid Even if it Contains Ambiguities
On March 4, 2021, the First Department issued a decision in Hawk Mtn. LLC v. RAM Capital Group LLC, … Read More
March 3, 2021 Party That Contracted With Non-Existent Company Cannot Avoid Obligations Under the Contract to the Persons Who Signed it
On February 24, 2021, the Second Department issued a decision in Sutton v. Houllou, 2021 NY Slip Op.… Read More
February 28, 2021 Exchange of E-Mails Insufficient to Create Contract, but Could Serve as Basis of Unjust Enrichment Claim
On February 18, 2021, the First Department issued a decision in Sonenshine Partners, LLC v. Duravant… Read More
February 20, 2021 State AG Can Bring Breach of Contract Claim Against Investment Advisor Under Parens Patriae
On February 4, 2021, Justice Ostrager of the New York County Commercial Division issued a decision i… Read More
January 25, 2021 Contract's Requirement That Party Accept "Reasonable" Purchase Offers Enforceable
On January 13, 2021, the Second Department issued a decision in LMEG Wireless, LLC v. Farro, 2021 NY… Read More
January 20, 2021 Former Client Can Bring Breach of Contract as Well as Malpractice Claims Against Counsel
On January 7, 2021, the First Department issued a decision in Bison Capital Corp. v. Hunton & Wi… Read More
January 13, 2021 Mutual Mistake Claim Fails
On December 22, 2020, Justice Schecter of the New York County Commercial Division issued a decision … Read More
December 30, 2020 Gross Negligence Claims Cannot Overcome Sole Remedy Clause
On December 22, 2020, the Court of Appeals issued a decision in Matter of Part 60 Put-Back Litig., 2… Read More
December 29, 2020 Prevention Doctrine Bars Defendant's Reliance on its Own Failure to Perform
On December 22, 2020, the First Department issued a decision in Vector Media, LLC v. Golden Touch Tr… Read More
December 28, 2020 Breach of Fiduciary Duty Claim Must Be Dismissed Where Duplicative of Breach of Contract Claim
On December 2, 2020, Justice Platkin of the Albany County Commercial Division issued a decision in R… Read More
December 18, 2020 Breach of Contract Claim Barred by Contract Provision Making Third-Party Quality Assessment Binding
On December 1, 2020, the First Department issued a decision in Curacao Oil N.V. v. Trafigura Pte. Lt… Read More
December 15, 2020 Notice Provisions Not Strictly-Enforced When Counterparty Receives Actual Notice and is Not Prejudiced
On October 14, 2020, Justice Livote of the Queens County Commercial Division issued a decision in Go… Read More
December 4, 2020 Liquidated Damages Clause Found to be Unenforceable Penalty
On November 24, 2020, the Court of Appeals issued a decision in Trustees of Columbia Univ. in the Ci… Read More
December 1, 2020 Integration Clause Bars Claim Based on Alleged Pre-Signing Promises
On November 17, 2020, the First Department issued a decision in Cambridge Invs. LLC v. Prophecy Asse… Read More
November 30, 2020 Admission to Existence and Essential Terms of Oral Agreement Defeats Statute of Frauds
On November 17, 2020, the First Department issued a decision in CAS Mkt'ing & Licensing Co. v. J… Read More
November 27, 2020 Settlement Agreement Involving the Sale of Real Property Unenforceable Under Statute of Frauds
On November 12, 2020, the Second Department issued a decision in Ehrenreich v. Israel, 2020 NY Slip … Read More
November 25, 2020 Term Sheet Not Binding Because it was Contingent on Later, Formal Documentation
On November 12, 2020, the First Department issued a decision in McGowan v. Clarion Partners, LLC, 20… Read More
November 23, 2020 RMBS Trustee's Obligation to Hold the Trust's Contractual Rights and to Exercise Them For the Benefit of Certificateholders Includes Affirmative Duty to Enforce Those Rights
On November 5, 2020, Justice Cohen of the New York County Commercial Division issued a decision in W… Read More
November 17, 2020 E-Mail Between Counsel Cannot Form Binding Agreement if The E-Mail Does Not Have the Attorney's Typed E-Mail Signature
On October 23, 2020, Justice Knipel of the Kings County Commercial Division issued a decision in Dok… Read More
November 6, 2020 Parties' Course of Dealing Used to Interpret Ambiguous Contract Term
On October 22, 2020, the First Department issued a decision in China Privatization Fund (Del.), L.P.… Read More
November 1, 2020 "Notwithstanding" Clause in Indenture Controls Over Other Contract Terms
On October 22, 2020, the Court of Appeals issued a decision in CNH Diversified Opportunities Master … Read More
October 29, 2020 Contract Based on Exchange of E-Mails Valid Where Material Terms Included in the E-Mails
On October 15, 2020, the First Department issued a decision in Lembo v. Rosania, 2020 NY Slip Op. 05… Read More
October 28, 2020 Contract Void for Lack of Consideration
On October 13, 2020, the First Department issued a decision in Weisenfeld v. Iskander, 2020 NY Slip … Read More
October 17, 2020 Statute of Frauds Does Not Bar Quantum Meruit Claims
On October 1, 2020, Justice Borrok of the New York County Commercial Division issued a decision in K… Read More
October 5, 2020 Contract Made With A Municipality That Does Not Comply With Law is Unenforceable, Even Under a Quantum Meruit Theory
On September 22, 2020, Justice Walsh of the Westchester County Commercial Division issued a decision… Read More
September 23, 2020 Performance or Occurrence of a Condition Precedent in a Contract Need not be Pleaded
On September 8, 2020, Justice Masley of the New York County Commercial Division issued a decision in… Read More
September 22, 2020 Undisclosed Principal May Sue on a Contract Made in its Agent's Name
On September 8, 2020, Justice Borrok of the New York County Commercial Division issued a decision in… Read More
September 19, 2020 Breach of Contract Claim Dismissed for Failure to Allege Damages
On September 9, 2020, Justice Masley of the New York County Commercial Division issued a decision in… Read More
August 12, 2020 Plaintiff May Recover in Quasi-Contract From a Stranger to the Contract in the Interest of Justice
On July 30, 2020, Justice Ostrager of the New York County Commercial Division issued a decision in M… Read More
August 11, 2020 Claim for Breach of Covenant of Good Faith and Fair Dealing Upheld Even Though it Sought the Same Damages as Breach of Contract Claim
On August 6, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Tr… Read More
August 6, 2020 Statute of Frauds Does Not Bar Claim Based on Alleged Oral Partnership Agreement
On July 27, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Bab… Read More
July 23, 2020 Indenture Did Not Permit Trustee to Sue to Protect Investor's Rights Until There was an Event of Default
On July 16, 2020, Justice Schecter of the New York County Commercial Division issued a decision in U… Read More
July 3, 2020 Specific Representations and Warranties Control Over General "As Is" Clause
On June 12, 2020, Justice Friedman of the New York County Commercial Division issued a decision in V… Read More
June 18, 2020 Plaintiff States Claim for Breach of Obligation to Negotiate in Good Faith
On April 21, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Son… Read More
June 3, 2020 Statute of Frauds Bars Claims Based on Alleged Oral 99-Year Lease
On May 13, 2020, the Second Department issued a decision in Roman Catholic Church of the Epiphany v.… Read More
June 1, 2020 Non-Recruitment Provision Reasonable, and Thus Enforceable
On April 19, 2020, Justice Masley of the New York County Commercial Division issued a decision in Fi… Read More
May 29, 2020 Liquidated Damages Provision Eliminates Need for Plaintiff to Mitigate Damages
On April 24, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in… Read More
May 23, 2020 Account Stated Claim Dismissed As Duplicative of Breach of Contract Claim
On May 6, 2020, Justice Ostrager of the New York County Commercial Division issued a decision in St.… Read More
May 19, 2020 Fact Questions Precluded Summary Judgment for Defendant Based on No Damages for Delay Clause
On April 30, 2020, the Third Department issued a decision in Framan Mech., Inc. v. State Univ. Const… Read More
May 10, 2020 Landlord's Acceptance of Rent from Entity Other Than Lessee Did Not Waive Lease's Non-Assignment Provisions
On May 6, 2020, the Second Department issued a decision in VRA Family L.P. v. Salon Mgt. USA, LLC, 2… Read More
May 9, 2020 Plaintiff Entitled to Summary Judgment in Lieu of Complaint on Guaranty Even Though Guaranty Was Not for a Sum Certain
On May 6, 2020, the Second Department issued a decision in Metro-Gem Leasing & Funding Corp. v. … Read More
April 29, 2020 Non-Compete Clause Covering All of United States and Canada Unenforceable
On April 13, 2020, Justice Borrok of the New York County Commercial Division issued a decision in St… Read More
April 23, 2020 Breach of Contract Claim Fails if Injury is Not Alleged
On April 9, 2020, Justice Sherwood of the New York County Commercial Division issued a decision in C… Read More
April 16, 2020 Breach of Contract Claim Dismissed for Failure to Identify Contract Terms that Were Breached
On April 2, 2020, Justice Ostrager of the New York County Commercial Division issued a decision in I… Read More
April 3, 2020 Unilateral Mistake Claim Fails in the Absence of Allegations of Fraud or Other Wrongdoing
On March 19, 2020, the First Department issued a decision in Quattro Parent LLC v. Rakib, 2020 NY Sl… Read More
April 1, 2020 Substantial Completion of Contractual Duties Can Bar Termination for Breach
On March 17, 2020, Justice Cohen of the New York County Commercial Division issued a decision in McC… Read More
March 28, 2020 Defendant Could Not Terminate Contractor Without Providing Contractually-Required Notice and Opportunity to Cure
On March 3, 2020, Justice Schecter of the New York County Commercial Division issued a decision in F… Read More
March 22, 2020 Voluntary Payment Doctrine Prevents Tenant From Recovering Overpayments to Landlord
On February 28, 2020, Justice Borrok of the New York County Commercial Division issued a decision in… Read More
March 11, 2020 No Cause of Action for Anticipatory Breach When Plaintiff Already is in Material Breach
On February 27, 2020, the First Department issued a decision in Rapson Invs. LLC v. 45 E. 22nd St. P… Read More
February 29, 2020 Merger Clause Defeats Fraudulent Inducement Claim
On February 6, 2020, Justice Schecter of the New York County Commercial Division issued a decision i… Read More
February 28, 2020 Material Misrepresentation Justified Rescission of Agreement
On February 18, 2020, the First Department issued a decision in Sabby Healthcare Master Fund Ltd. v.… Read More
February 25, 2020 Plaintiff Not Entitled to Summary Judgment on Guaranty When it Could Not Be Authenticated by a Disinterested Witness
On February 13, 2020, the First Department issued a decision in Galpern v. Air Chefs, L.L.C., 2020 N… Read More
February 20, 2020 Third-Party Assessment of Product's Quality Provided by Contract Binding Even Where Assessment Do Not Cover All Quality Requirements
On February 3, 2020, Justice Cohen of the New York County Commercial Division issued a decision in C… Read More
February 17, 2020 Defendant Liable for Breach of Term Sheet's Obligation to Negotiate Lease in Good Faith
On January 6, 2020, Justice Schecter of the New York County Commercial Division issued a decision in… Read More
February 12, 2020 Court Reinstates Claim for Tortious Interference with an At-Will Employment Contract
On February 7, 2020, the Fourth Department issued a decision in Conklin v. Laxen, 2020 NY Slip Op. 0… Read More
February 10, 2020 Court Dismisses Declaratory Judgment Claim as Duplicative of Contract Claim
On January 7, 2020, Justice Borrok of the New York County Commercial Division issued a decision in C… Read More
February 9, 2020 Promissory Estoppel Claim Can Survive Despite Statute of Frauds
On September 30, 2019, Justice Nowak of the Erie County Commercial Division issued a decision in Par… Read More
February 4, 2020 Contract's Definition of Term Controls, Not the Common Understanding of the Term's Meaning
On January 28, 2020, the First Department issued a decision in Condor Capital Corp. v. CALS Invs., L… Read More
February 1, 2020 Provision Limiting Liability for Breach of Contract Enforceable
On January 29, 2020, the Second Department issued a decision in Astoria Generating Co., LP v. Riley … Read More
January 30, 2020 Statute of Frauds Does Not Apply to Oral Contract to Create a Joint Venture
On January 17, 2020, Justice Cohen of the New York County Commercial Division issued a decision in L… Read More
January 29, 2020 Not All Misconduct Can Support an In Pari Delicto Defense
On January 21, 2020, the First Department issued a decision in U-Trend N.Y. Inv. L.P. v. US Suite LL… Read More
January 25, 2020 Plaintiff Liable for Damages Resulting from Breach of Contractual Notice and Cure Provision
On January 13, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in … Read More
January 23, 2020 Promissory Estoppel Claim Dismissed for Failure Adequately to Allege a Promise and Reliance
On January 14, 2020, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
January 15, 2020 Plaintiffs' Obligation to Perform Not Excused by Defendant's Alleged Non-Material Breaches of Agreement
On December 24, 2019, Justice Cohen of the New York County Commercial Division issued a decision in … Read More
January 12, 2020 Alleged Lack of Documentary Evidence Referring to an Oral Contract Insufficient Basis for Dismissing Claim Alleging Such a Contract
On December 19, 2019, Justice Schecter of the New York County Commercial Division issued a decision … Read More
January 9, 2020 Questions of Fact Regarding Defendant's Alleged Misconduct Precluded Dismissal Based on Construction Contract's No Damages for Delay Clause
On December 26, 2019, the First Department issued a decision in Tyrek Hgts. Erectors, Inc. v. WDF, I… Read More
December 31, 2019 Claim for Breach of Covenant of Good Faith and Fair Dealing Dismissed as Duplicative of Breach of Contract Claim
On December 13, 2019, Justice Sherwood of the New York County Division issued a decision in Citigrou… Read More
December 27, 2019 That Loan Was Made from the Proceeds of Illegal Gambling Does Not Make Loan Contract Unenforceable
On December 19, 2019, the Court of Appeals issued a decision in Centi v. McGillin, 2019 NY Slip Op. … Read More
December 15, 2019 Parties Bound by Unsigned Contract
On December 3, 2019, the First Department issued a decision in Lerner v. Newmark & Co. Real Esta… Read More
December 13, 2019 Quantum Meruit Claim Barred by Contract Covering Same Subject Matter Even Though Defendant Was Not Signatory
On December 5, 2019, the First Department issued a decision in J.T. Magen & Co., Inc. v. Nissan … Read More
December 3, 2019 Court Grants Preliminary Injunction Enforcing Restrictive Covenants Pending Trial
On November 26, 2019, the First Department issued a decision in UAH-Mayfair Mgt. Group LLC v. Clark,… Read More
November 20, 2019 Contract Term Allowing Defendant to Act in its Reasonable Judgment Required Defendant to Have a Reasonable Basis for its Actions
On November 8, 2019, the Fourth Department issued a decision in Scheer v Elam Sand & Gravel Corp… Read More
November 18, 2019 Written Contract's Merger Clause Does Not Bar Parol Evidence Regarding an Alleged Agreement When Alleged Agreement was Collateral to the Written Contract
On October 30, 2019, Justice Sherwood of the New York County Commercial Division issued a decision i… Read More
November 13, 2019 Allegations Fail to Establish that Plaintiff Was Third-Party Beneficiary of Contract
On October 30, 2019, Justice Sherwood of the New York County Commercial Division issued a decision i… Read More
November 12, 2019 Contract Claim Barred by Voluntary Payment Doctrine
On October 30, 2019, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
November 11, 2019 Plaintiff Cannot Sue for both Rescission and Damages for Breach of Contract
On October 21, 2019, Justice Sherwood of the New York County Commercial Division issued a decision i… Read More
November 7, 2019 Claims Barred by Release
On October 11, 2019, Justice Schecter of the New York County Commercial Division issued a decision i… Read More
November 6, 2019 At Complaint Stage, Plaintiffs May Plead Contract and Quasi Contract Claims in the Alternative
On October 4, 2019, Justice Borrok of the New York County Commercial Division issued a decision in S… Read More
November 4, 2019 Statute of Frauds Bars Claim Based on Oral Guarantee of Rent Obligations
On October 16, 2019, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
October 24, 2019 Loans Not Identified in Timely RMBS Putback Notice Still Subject to Putback Based on Later Notices, Which Related Back to First Notice
On October 10, 2019, the First Department issued a decision in U.S. Bank N.A. v. DLJ Mtge. Capital, … Read More
October 21, 2019 Oral Joint Venture Agreement Barred by Statute of Frauds
On October 7, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision i… Read More
October 18, 2019 Text Relating to Negotiation of Agreement Is Not A Binding Agreement
On October 4, 2019, Justice Masley of the New York County Commercial Division issued a decision in R… Read More
October 13, 2019 Fraud Claim Cannot be Based on Alleged Intention Not to Perform Contract
On September 25, 2019, Justice Sherwood of the New York County Commercial Division issued a decision… Read More
October 8, 2019 Statute of Frauds Bars Claim Based on Alleged 99-Year Lease
On August 21, 2019, Justice Ash of the Kings County Commercial Division issued a decision in Roman C… Read More
October 7, 2019 Sale of Bond Transfers All Claims Held by Previous Owner
On September 27, 2019, Justice Schecter of the New York County Commercial Division issued a decision… Read More
October 1, 2019 Defendant's Acknowledgement of Existence of Oral Contract Defeats Statute of Frauds Defense
On September 16, 2019, Justice Borrok of the New York County Commercial Division issued a decision i… Read More
September 28, 2019 Tenant Could Not Bring and Then Consolidate Two Actions to Avoid No Counterclaims Provision in Lease
On September 20, 2019, Justice Borrok of the New York County Commercial Division issued a decision i… Read More
September 22, 2019 Senior Lender Did Not Have Special Duty to Subordinated Junior Lender
On September 9, 2019, Justice Emerson of the Suffolk County Commercial Division issued a decision in… Read More
September 20, 2019 Shareholder Agreement Provision Requiring Shareholders and Corporation to Agree on Shareholder's Compensation Unenforceably Vague
On September 11, 2019, the Second Department issued a decision in Osborne v. Williamson Law Book Co.… Read More
September 9, 2019 Court Denies Summary Judgment in Lieu of Complaint Because Contract Included More Obligations than the Payment of Money
On August 26, 2019, Justice Sherwood of the New York County Commercial Division issued a decision in… Read More
September 5, 2019 Oral Agreement to Pay Employee's Legal Fees Barred by Statute of Frauds to the Extent it Related to Future Litigation
On August 28, 2019, Justice Cohen of the New York County Commercial Division issued a decision in Co… Read More
August 29, 2019 Breach of Oral Contract Claim Barred by Statute of Frauds
On August 21, 2019, the Second Department issued a decision in Martin Greenfield Clothiers, Ltd. v. … Read More
August 28, 2019 Corporate Parent Not Liable Under Plaintiff's Employment Agreement With a Subsidiary
On August 16, 2019, Justice Schecter of the New York County Commercial Division issued a decision in… Read More
August 27, 2019 Plaintiff That Did Not Sign Contract Lacked Standing to Bring Breach of Contract Claim
On August 12, 2019, Justice Cohen of the New York County Commercial Division issued a decision in Sp… Read More
August 19, 2019 Corporate Parent Not Bound by Forum Selection Clause in Contract Signed by Subsidiary
On July 30, 2019, Justice Sherwood of the New York County Commercial Division issued a decision in A… Read More
August 17, 2019 Plaintiff Adequately Alleged Breach of Covenant of Good Faith and Fair Dealing Notwithstanding Clause Granting Defendant Sole Discretion in Taking Certain Action
On July 30, 2019, Justice Schecter of the New York County Commercial Division issued a decision in S… Read More
August 9, 2019 Indemnification Provision Insufficiently Specific to Support Claim in Action Between Contracting Parties
On July 29, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
August 7, 2019 Plaintiff Can Bring Suit as Third-Party Beneficiary of Contract
On July 8, 2019, Justice Cohen of the New York County Commercial Division issued a decision in HTRF … Read More
July 31, 2019 Plaintiff's Delay in Bringing Suit or Exercising Other Remedies Did Not Waive Right to Sue
On July 3, 2019, Justice Schecter of the New York County Commerical Division issued a decision in Ta… Read More
July 28, 2019 Indenture's No Action Clause Cannot Bar Claim for Unpaid Payments
On July 5, 2019, Justice Masley of the New York County Commerical Division issued a decision in Pala… Read More
July 22, 2019 Negligence Claim Cannot Be Based on Alleged Failure Adequately to Perform Contractual Duties
On July 9, 2019, Justice Borrok of the New York County Commercial Division issued a decision in Corn… Read More
July 14, 2019 Shareholders and Directors Not Liable for Breach of Company's Contractual Obligations
On June 28, 2019, Justice Cohen of the New York County Commercial Division issued a decision in Town… Read More
July 13, 2019 Efforts to Mitigate Losses Did Not Affirm Contract After Breach
On July 2, 2019, the First Department issued a decision in Lantau Holdings Ltd. v. Orient Equal Intl… Read More
July 8, 2019 Policy Notices Submitted by Defendant Insurer Not 3211(a)(1) Documentary Evidence
On June 26, 2019, the Second Department issued a decision in Magee-Boyle v. Reliastar Life Ins. Co. … Read More
July 7, 2019 Court Grants Specific Performance of Contract Because of Difficulty in Enforcing Judgment on Defendants' Foreign Assets
On June 19, 2019, Justice Sherwood of the New York County Commercial Division issued a decision in C… Read More
July 4, 2019 Party's Failure to State its Intent to Perform a Contract can Demonstrate Repudiation
On June 18, 2019, Justice Borrok of the New York County Commercial Division issued a decision in Coo… Read More
July 3, 2019 Conviction Relating to Bribery of Defendant Does Not Bar Suit as a Matter of Law
On June 17, 2019, Justice Schecter of the New York County Commercial Division issued a decision in A… Read More
June 29, 2019 Subsequent Agreement Reducing Tenant's Rent Obligations Insufficient to Discharge Guarantor's Obligations Under Initial Contract
On June 18, 2019, the First Department issued a decision in SpringPrince, LLC v. Elie Tahari, Ltd., … Read More
June 28, 2019 Protected Purchaser Provision of UCC 8-303 Does Not Defeat Claims
On June 18, 2019, the First Department issued a decision in Black Diamond Capital Mgt., LLC v. Oppen… Read More
June 25, 2019 Claim Barred by Election of Remedies
On June 13, 2019, Justice Platkin of the Albany County Commercial Division issued a decision in Infe… Read More
June 22, 2019 Changing a Draft Contract Proffered by Counterparty Extinguishes Offered Contract and Represents a Counteroffer
On June 13, 2019, the First Department issued a decision in Brown v. Cerberus Capital Mgt., L.P., 20… Read More
June 13, 2019 Apparent Authority Created by Acts of the Principal, Not the Agent
On April 16, 2019, Justice Grays of the Queens County Commercial Division issued a decision in 45-34… Read More
June 12, 2019 Court Refused to Void Contract Because of Economic Duress
On June 4, 2019, Justice Sherwood of the New York County Commercial Division issued a decision in Sn… Read More
May 29, 2019 Agreement for a Referral Fee for Sale of Company's Shares Inapplicable to Sale of Company's Assets
On May 28, 2910, the First Department issued a decision in Sassoon v. CDx Diagnostics, Inc., 2019 NY… Read More
May 27, 2019 Court Dismisses Claims, Enforcing No Damages for Delay Clause
On May 23, 2019, the First Department issued a decision in Welsbach Elec. Corp. v. Judlau Contr., In… Read More
May 26, 2019 Statute of Frauds Did Not Bar Claim Based on Alleged Oral Contract for Real Estate Commission
On May 23, 2019, the First Department issued a decision in Elhanani v. Kuzinez, 2019 NY Slip Op. 040… Read More
May 21, 2019 Court Rejects Economic Duress Claim
On May 6, 2019, Justice Masley of the New York County Commercial Division issued a decision in Kaye… Read More
May 14, 2019 Disclaimers Protect Publisher From Liability for Alleged Inaccuracies in Treatise
On May 2, 2019, the First Department issued a decision in Himmelstein, McConnell, Gribben, Donoghue… Read More
May 12, 2019 Fraud in the Inducement Claim Not Duplicative of Breach of Contract Claim
On May 1, 2019, the Second Department issued a decision in 260 Mamaroneck Ave., LLC v. Guaraglia, 2… Read More
May 9, 2019 Contract Term Waiving Right to Seek Yellowstone Injunction Enforceable
On May 7, 2019, the Court of Appeals issued a decision in 159 MP Corp. v. Redbridge Bedford, LLC, 20… Read More
April 23, 2019 Contract With Specific Term Not Renewed by Course of Conduct
On March 27, 2019, Justice Masley of the New York County Commercial Division issued a decision in M… Read More
April 21, 2019 Anticipatory Repudiation Claim Dismissed For Failure Unequivocally to Allege a Refusal Further to Perform
On April 2, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision in… Read More
April 12, 2019 Contra Proferentem Doctrine Does Not Apply When Contract is Unambiguous and the Parties are Sophisticated
On April 2, 2019, the First Department issued a decision in Churchill Real Estate Holdings LLC v. C… Read More
April 9, 2019 Oral Agreement to Sell Securities Enforceable Even if it Cannot Be Performed Within a Year
On March 19, 2019, Justice Sherwood of the New York County Commercial Division issued a decision in… Read More
April 6, 2019 Statute of Frauds Bars Claim for Fee in Connection with Finding a Business Opportunity
On March 27, 2019, the Second Department issued a decision in Best Global Alternative, Ltd. v. FCIC… Read More
April 2, 2019 Note That Contained Conditions on Payment Cannot Be Subject of Motion for Summary Judgment in Lieu of Complaint
On March 18, 2019, Justice Masley of the New York County Commercial Division issued a decision in B… Read More
March 29, 2019 Questions of Fact Preclude Dismissal of Gross Negligence Claim
On March 12, 2019, the First Department issued a decision in S.A. De Obras y Servicios, COPASA v. B… Read More
March 25, 2019 Once Claim on Principal is Time-Barred, Suit to Recover Post-Maturity Interest on Principal is Time-Barred as Well
On March 21, 2019, the Court of Appeals issued a decision in Ajdler v. Province of Mendoza, 2019 NY … Read More
March 22, 2019 Judicial Estoppel Bars Defendant From Taking Factual Position Different From That Taken in Earlier Actions or Proceedings
On February 28, 2019, Justice Platkin of the Albany County Commercial Division issued a decision in… Read More
March 21, 2019 Contract Claim Dismissed for Lack of Damages
On February 27, 2019, Justice Sherwood of the New York County Commercial Division issued a decision … Read More
March 15, 2019 Lease's Rent Credit Provision Unenforceable Penalty
On February 28, 2019, the First Department issued a decision in Free People of PA LLC v. Delshah 60… Read More
March 13, 2019 Attorney Fee Provision Entitling Plaintiff to Fees Equaling One Third of Award Unenforceable
On February 20, 2019, Justice Cohen of the New York County Commercial Division issued a decision in… Read More
March 11, 2019 Court Clarifies Rules Regarding Accrual of RMBS "Failure to Notify" Put-Back Claims
On February 15, 2019, Justice Friedman of the New York County Commercial Division issued a decision … Read More
March 6, 2019 Claim Barred by Voluntary Payment Doctrine
On November 8, 2018, Justice Garguilo of the Suffolk County Commercial Division issued a decision in… Read More
March 2, 2019 Notice of Lease Renewal Ineffective Because Not Timely Sent
On February 12, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
March 1, 2019 Remedies Bar Prevented Holders of Subordinated Debt From Suing Debtor
On February 14, 2019, the First Department issued a decision in J-Bar Reinforcement, Inc. v. Crest H… Read More
February 26, 2019 Dissolved Corporation Can Bring Claim as Part of its Winding Up
On February 8, 2019, Justice Borrok of the New York County Commercial Division issued a decision in … Read More
February 24, 2019 Lack of Consideration Defense Even to Unconditional Guaranty
On February 19, 2019, the First Department issued a decision in Moon 170 Mercer, Inc. v. Vella, 20… Read More
February 23, 2019 Employer Failed to Justify Injunction Enforcing Restrictive Covenant With Former Employee
On February 7, 2019, the First Department issued a decision in Harris v. Patients Med., P.C., 2019 … Read More
February 22, 2019 RMBS Trustee's Failure to Give With Notice to Cure Within Limitations Period Does Not Bar Trustee from Curing Failure and Refiling Suit
On February 19, 2019, the Court of Appeals issued a decision in U.S. Bank Natl. Assn. v. DLJ Mtge. C… Read More
February 20, 2019 RMBS Trustee's Untimely-Filed Complaint Cannot Relate Back to Certificateholder's Suit on Behalf of Trust, Which Was Barred by Trust's No Action Clause
On February 19, 2019, the Court of Appeals issued a decision in U.S. Bank Natl. Assn. v. DLJ Mtge. C… Read More
February 18, 2019 Even Though Home Improvement Contract Was Unenforceable for Failure to Provide Required Notice, Plaintiff Still Could Recover Value of Work Performed
On February 8, 2019, the Fourth Department issued a decision in Weiss v. Zellar Homes, Ltd., 2019 N… Read More
February 11, 2019 Letter of Intent Binding Contract Requiring Parties to Negotiate and Consummate Sale Transaction
On January 28, 2019, Justice Ash of the Kings County Commercial Division issued a decision in A.J. … Read More
January 21, 2019 Even Though Contract Gave the Defendant Discretion to Calculate Losses on Sale, it Was Required to Exercise That Discretion Reasonably
On January 17, 2019, the First Department issued a decision in Lehman Bros. Intl. (Europe)(in admin… Read More
January 17, 2019 Court Rejects Defense That Arbitration Agreement Was Signed Under Duress
On January 4, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision i… Read More
January 16, 2019 Subcontractor Prevails on Lien Law Claim
On January 9, 2019, the Second Department issued a decision in C.C.C. Renovations, Inc. v. Victoria… Read More
January 9, 2019 Questions of Fact Preclude Summary Judgment on Claim for Deletion of Work in Construction Contract
On December 28, 2018, Justice Bransten of the New York County Commercial Division issued a decision … Read More
December 31, 2018 Memorandum of Understanding Found to be Unenforceable Agreement to Agree in the Future on Terms Rather Than Binding Contract
On December 20, 2018, the Third Department issued a decision in Doller v. Prescott, 2018 NY Slip Op… Read More
December 24, 2018 Option Unenforceable Due to Unreasonable Delay in Exercising It
On December 12, 2018, the Second Department issued a decision in Breslin v. Frankel, 2018 NY Slip O… Read More
December 22, 2018 Court Refuses to Consider Parol Evidence in Interpreting Document Granting Easement
On December 4, 2018, Justice Bransten of the New York County Commercial Division issued a decision i… Read More
December 21, 2018 Defendant Ratified Settlement Agreement By Accepting Benefits Despite Failure to Satisfy Express Condition
On December 13, 2018, the First Department issued a decision in GEM Holdco, LLC v. RDX Tech. Corp., … Read More
December 20, 2018 Questions of Fact Preclude Summary Judgment on Mutual Mistake Claim
On December 11, 2018, the First Department issued a decision in Securitized Asset Funding 2011-2, Lt… Read More
December 19, 2018 Discharge in Bankruptcy Does Not Accelerate Mortgage Debt
On November 19, 2018, Justice Karalunas of the Onondaga County Commercial Division issued a decision… Read More
December 17, 2018 Contract's Liquidated Damages Clause Held to be an Unenforceable Penalty
On November 30, 2018, Justice Bransten of the New York County Commercial Division issued a decision … Read More
December 11, 2018 Court Enforces Contract Clause Limiting Damages
On November 29, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
December 7, 2018 Defendants Cannot Avoid Summary Judgment on Contract Claim by Arguing Oral Modification
On November 27, 2018, Justice Bransten of the New York County Commercial Division issued a decision … Read More
December 4, 2018 Plaintiff Liable to Defendant on Defendant's Counterclaim Based on Facts Pleaded in the Complaint
On November 26, 2018, Justice Sherwood of the New York County Commercial Division issued a decision … Read More
December 2, 2018 Labor Law Provision Allowing Employees to Sue General Contractor as Third-Party Beneficiaries Trumps Contract's No Third-Party Beneficiary Clause
On November 27, 2018, the First Department issued a decision in Wroble v. Shaw Envtl. & Infrast… Read More
November 23, 2018 Parties That Signed Agreement on Behalf of Non-Existent Entities Personally Bound By Contract
On October 30, 2018, Justice Hudson of the Suffolk County Commercial Division issued a decision in O… Read More
November 20, 2018 Court Finds Pooling and Servicing Agreement to be Ambiguous, Orders Discovery
On November 9, 2018, Justice Bransten of the New York County Commercial Division issued a decision i… Read More
November 19, 2018 Allegations of Duress Insufficient to Overcome Voluntary Payment Doctrine
On November 15, 2018, the First Department issued a decision in Beltway 7 & Props., Ltd. v. Blackroc… Read More
November 18, 2018 General Release Bars Claim Relating to Settled Claims
On November 7, 2018, Justice Ostrager of the New York County Commercial Division issued a decision i… Read More
November 8, 2018 Waiver of Right to Proceed Against Debtor Did Not Waive Right to Enforce Guaranty
On October 31, 2018, the Second Department issued a decision in Pitsy, LLC v. Rindenow, 2018 NY Sli… Read More
November 5, 2018 Court Enforces No Damages for Delay Clause in Construction Contract
On October 22, 2018, Justice Ostrager of the New York County Commercial Division issued a decision i… Read More
October 29, 2018 Complaint Withstands Motion to Dismiss Based on In Pari Delicto/Illegality Defense
On October 22, 2018, Justice Fisher of the Kings County Supreme Court issued a decision in Juan Carl… Read More
October 28, 2018 Compliance with No-Action Clauses Excused in Suit Against RMBS Trustee
On October 18, 2018, the First Department issued a decision in Blackrock Balanced Capital Portfolio … Read More
October 27, 2018 Plaintiff Denied Summary Judgment on Note Because of Question of Fact Regarding Whether Note Was Part of an Illegal Fee-Splitting Agreement
On October 17, 2018, the Second Department issued a decision in Linchitz Practice Mgt., Inc. v. Daa… Read More
October 21, 2018 Claim for Commission on Real Estate Purchase Dismissed: Plaintiff Did Not Establish That He Was the Procuring Cause of the Transaction
On October 2, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in… Read More
October 19, 2018 New York Law Applied to Question of Whether Tort Claims Passed to Belgian Assignee
On October 9, 2018, the First Department issued a decision in Royal Park Invs. SA/NV v. Morgan Stanl… Read More
October 13, 2018 Fact Questions Regarding Whether Contract Breach Was So Material As to Justify Rescission Preclude Summary Judgment
On September 28, 2018, Justice Ostrager of the New York County Commercial Division issued a decision… Read More
October 1, 2018 Breach of Contract Claim Properly Dismissed for Lack of Evidence of Damages
On September 27, 2018, the First Department issued a decision in FranPearl Equities Corp. v. 24 W. 2… Read More
September 27, 2018 Court Grants Plaintiff Judgment on Contract Claim Despite Lack of Damages
On August 21, 2018, Justice Platkin of the Albany County Commercial Division issued a decision in C… Read More
September 24, 2018 Officer Not Liable For Contract Signed on Behalf of Company
On September 13, 2018, Justice Scarpulla of the New York County Commercial Division issued a decisio… Read More
September 21, 2018 Claims Barred by Release
On September 12, 2018, the Second Department issued a decision in Miller v. Brunner, 2018 NY Slip … Read More
September 12, 2018 Unjust Enrichment Claim Survives Dismissal Because of Questions of Fact Regarding Whether Contract Covers Claims
On August 21, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in… Read More
August 27, 2018 Letter Agreement Binding Even Though it Envisioned a Further, More Formal Agreement
On August 10, 2018, Justice Platkin of the Albany County Commercial Division issued a decision in Vi… Read More
August 26, 2018 Town's Promissory Estoppel Claim Against LIPA Fails
On August 16, 2018, Justice Emerson of the Suffolk County Commercial Division issued a decision in T… Read More
August 17, 2018 Court Upholds Breach of Duty of Care Claim Against Trustee
On August 7, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in … Read More
August 13, 2018 Article 77 Proceeding Excludes Beneficiaries of Trusts That Hold Interests in Trusts That are the Subject of the Proceeding
On August 7, 2018, Justice Friedman of the New York County Commercial Division issued a decision in … Read More
August 12, 2018 Fraud Claim Dismissed as Duplicative of Contract Claim: No Separate Damages Alleged
On August 6, 2018, Justice Masley of the New York County Commercial Division issued a decision in TJ… Read More
August 11, 2018 Court Reviews Law Governing Contract Interpretation on Summary Judgment
On August 6, 2018, Justice Schecter of the New York County Commercial Division issued a decision in … Read More
August 9, 2018 Alleged Incompetent Project Management Does Not Excuse Enforcement of No Damages for Delay Clause
On August 2, 2018, Justice Friedman of the New York County Commercial Division issued a decision in … Read More
August 8, 2018 Court Rejects Impossibility Defense Based on Change in Taxi Medallion Market
On July 30, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in C… Read More
July 27, 2018 Provision Requiring Exercise of Reasonable Discretion Precludes Acting Arbitrarily, Irrationally, or Without Reasonable Basis
On July 18, 2018, the Second Department issued a decision in Grandfeld II, LLC v. Kohl's Department … Read More
July 26, 2018 No Waiver Clause Precludes Claim of Waiver Based on Prior Course of Conduct
On July 12, 2018, Justice Ostrager of the New York County Commercial Division issued a decision in M… Read More
July 25, 2018 Questions of Fact Regarding Reasonableness of Calculations Under ISDA Master Agreement Preclude Summary Judgment
On July 2, 2018, Justice Friedman of the New York County Commercial Division issued a decision in Le… Read More
July 15, 2018 Integration Clause Bars Contract Claim Based on Alleged Oral Modification of Mortgage Documents
On June 26, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
July 13, 2018 Allocution of Settlement Terms on the Record Not Binding Settlement Agreement Because it Contemplated Agreement on Other Terms and Was Subject to Documentation
On July 5, 2018, the First Department issued a decision in Weksler v. Weksler, 2018 NY Slip Op. 0497… Read More
July 5, 2018 Court Examines Rules Relating to Impleader in Complex Cases
On May 14, 2018, Justice Marcy Friedman of the New York County Commercial Division issued a Decision… Read More
June 28, 2018 Breach of Fiduciary Claim Reinstated; it Was Not Duplicative of Contract Claim Because it Sought Separate and Distinct Relief
On June 20, 2018, the Second Department issued a decision in Slocum Realty Corp. v. Schlesinger, 201… Read More
June 22, 2018 Statute of Frauds Exception for Contract to Pay Lawyer for Negotiating Sale of Business Does Not Require Attorney-Client Relationship
On June 12, 2018, Justice Ostrager of the New York County Commercial Division issued a decision in W… Read More
June 16, 2018 Court Dismisses Claim, Enforcing No Damages for Delay Clause
On June 5, 2018, Justice Sherwood of the New York County Commercial Division issued a decision in Sc… Read More
June 12, 2018 Whether Trade Confirmation is Enforceable Agreement is Question of Fact
On June 7, 2018, the First Department issued a decision in Seaport Global Securities LLC v SB Group … Read More
June 11, 2018 City Damaged By Breach of Contract Even Though Mitigation Costs Paid by Federal Government
On June 7, 2018, the First Department issued a decision in City of New York v. Eastern Shipbuilding … Read More
June 6, 2018 Court Excuses Failure to Perform Condition Precedent to Bringing Suit
On June 5, 2018, the First Department issued a decision in Danco Electrical Contractors, Inc. v. Dor… Read More
May 25, 2018 Breach of Contract Action Barred by Contract's Mandatory Mediation Provision
On May 24, 2018, the First Department issued a decision in Korangy v. Malone, 2018 NY Slip Op. 03767… Read More
May 22, 2018 Court Erred in Considering Extrinsic Evidence in Interpreting an Unambiguous Agreement
On May 16, 2018, the Second Department issued a decision in World Ambulette Transportation, Inc. v. … Read More
May 13, 2018 Court Dismisses Claim Based on Theory That Defendant Was a Third-Party Beneficiary of Contract
On May 7, 2018, Justice Bransten of the New York County Commercial Division issued a decision in Lab… Read More
May 7, 2018 Failure to Use Contract's Pre-Suit Dispute Resolution Process Dooms Claim
On May 3, 2018, the First Department issued a decision in MPEG LA, L.L.C. v America Information Syst… Read More
May 3, 2018 Specific Performance on Real Estate Contract Inappropriate Where No Evidence of Plaintiff's Ability to Close
On April 18, 2018, Justice Ash of the Kings County Commercial Division issued a decision in Silversh… Read More
April 28, 2018 Filing Interpleader Action Rather Than Choosing Which Claimant Was Entitled to Funds Not a Breach of Contract
On April 16, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in… Read More
April 27, 2018 Choice of New York Law Provision Does Not Make Compliance With New York Statutory Law a Contractual Requirement
On April 26, 2018, the Court of Appeals issued a decision in Skanska USA Bldg. Inc. v. Atlantic Yard… Read More
April 23, 2018 Written Acknowledgment of Debt by Agent of Party Can Extend Statute of Limitations
On April 17, 2018, the First Department issued a decision in Nelux Holdings Intl., N.V. v. Dweck, 20… Read More
April 15, 2018 Counterclaims for Mutual Mistake and Unilateral Mistake Survive Summary Judgment
On April 3, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
April 12, 2018 "Notwithstanding" Clause Trumps Potentially Contradictory Contract Provision
On April 5, 2018, the First Department issued a decision in Veneto Hotel & Casino, S.A. v. German Am… Read More
April 11, 2018 Oral Fee-Sharing Agreement With At-Will Employee Not Barred by Statute of Frauds
On April 5, 2018, the First Department issued a decision in Goldfarb v. Romano, 2018 NY Slip Op. 024… Read More
April 8, 2018 Subcontractor's Breach of Liquidating Agreement Claim Against General Contractor Upheld
On March 28, 2018, the Second Department issued a decision in Rad & D'Aprile, Inc. v. Arnell Constru… Read More
April 2, 2018 Contract Claim Based on Exchange of E-Mails Should Be Allowed to Go Forward
On March 29, 2018, the Court of Appeals issued a decision in Kolchins v. Evolution Markets, Inc., 20… Read More
March 25, 2018 Plaintiff Not Entitled to Summary Judgment in Lieu of Complaint Because Condition Precedent For Suing on Note Not Met
On March 16, 2018, the Fourth Department issued a decision in Hogan v. Iskalo Off. Holdings III LLC,… Read More
March 24, 2018 If Mortgage Commitment Letter is Revoked, Question of Whether Mortgage Contingency Applies Depends on Reasons for Revocation
On March 16, 2018, the Fourth Department issued a decision in Md3 Holdings, LLC v. Buerkle, 2018 NY … Read More
March 19, 2018 Salesperson Supervised by a Broker Can Make Claim for Commission Based on Oral Contract
On February 20, 2018, Justice Ostrager of the New York County Commercial Division issued a decision … Read More
March 9, 2018 Alleged Oral Contract Not Void for Lack of Consideration
On February 8, 2018, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
March 3, 2018 Jury Demand Struck; Allegations of Fraudulent Inducement Insufficient to Avoid Contract's Jury Waiver
On February 27, 2018, the First Department issued a decision in Zohar CDO 2003-1 Ltd. v. Xinhua Spor… Read More
February 27, 2018 Indenture Trustee Can Bring Claims to Recover Losses Incurred by all Noteholders from Unpaid Notes
On February 20, 2018, the Court of Appeals issued a decision in Cortlandt St. Recovery Corp. v. Bond… Read More
February 24, 2018 Claim for Referral Fees Barred by Statute of Frauds
On February 6, 2018, Justice Emerson of the Suffolk County Commercial Division issued a decision in … Read More
February 17, 2018 Court Refuses to Enforce Forum Selection Clause in Internet Contract
On February 1, 2018, Justice Ash of the Kings County Commercial Division issued decision in Swipe Ic… Read More
February 10, 2018 Integration Clause Bars Claim for Work Not Covered by Written Agreement
On January 25, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision … Read More
February 2, 2018 Court Orders Specific Performance of Contract to Sell Real Estate
On January 22, 2018, Justice Scarpulla of the New York County Supreme Court issued a decision in Spl… Read More
January 26, 2018 Questions of Fact Precluded Dismissal on Summary Judgment of Action Based on Oral Contract Subject to Statute of Frauds
On January 11, 2018, Justice Knipel of the Kings County Commercial Division issued a decision in Too… Read More
January 25, 2018 Court Requires Parties to Arbitrate Some Claims and Have Others Decided by the Court
On January 11, 2018, Justice Knipel of the Kings County Commercial Division issued a decision in Lev… Read More
January 24, 2018 Trustee Had Right to Take Direction from the Majority of Bondholders
On January 11, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision … Read More
January 21, 2018 Contract Claim Should Not Have Been Dismissed for Lack of Consideration
On January 17, 2018. the Second Department issued a decision in Nassau County v. New York State Urba… Read More
January 18, 2018 Action Should Have Been Dismissed for Failure to Comply With Indenture's No Action Clause
On January 16, 2018, the First Department issued a decision in Rimrock High Income Plus (Master) Fun… Read More
January 17, 2018 Plaintiff Was At Will Employee Because His Written Employment Agreement Did Not Have a Definite Term of Service
On January 8, 2018, Justice Platkin of the Albany County Commercial Division issued a decision in Mo… Read More
December 30, 2017 Contract Based on Misrepresentation Voidable, Not Void
On November 27, 2017, Justice Livote of the Queens County Commercial Division issued a decision in H… Read More
December 20, 2017 Split Court of Appeals Holds that RMBS Trusts Cannot Get General Contract Damages for Claims Covered by Sole Remedy Provision
On December 12, 2017, the Court of Appeals issued a decision in Nomura Home Equity Loan, Inc., Serie… Read More
December 14, 2017 Holder of Promissory Notes Payable to Another Must Establish How It Came to Possess Them to Enforce Them
On December 5, 2017, the First Department issued a decision in 26th LS Series Ltd. v. Brooks, 2017 N… Read More
December 2, 2017 Implied Covenant of Good Faith Cannot be Used to Create New Contract Rights
On November 16, 2017, Justice Sherwood of the New York County Commercial Division issued a decision … Read More
November 28, 2017 Jury Trial Waiver in Escrow Agreement Governed Suit on Related Purchase Agreement
On November 21, 2017, the First Department issued a decision in Highbridge House Ogden LLC v. Highbr… Read More
November 11, 2017 Court Allows Contract Claim Based on Defendant's Alleged Control of Contracting Party
On October 24, 2017, Justice Bransten of the New York County Commercial Division issued a decision i… Read More
November 10, 2017 Agreement Binding Even Though Parties Envisioned Further Negotiations Over Non-Material Terms
On November 9, 2017, the Fourth Department issued a decision in RES Exhibit Services, LLC v. Genesis… Read More
November 7, 2017 Fiduciary Duty Claim Dismissed as Duplicative of Contract Claim
On November 2, 2017, the First Department issued a decision in Elmrock Opportunity Master Fund I, L.… Read More
November 6, 2017 Contract That Did Not Recite Past Consideration Upon Which it Was Based Unenforceable
On November 2, 2017, the First Department issued a decision in Korff v. Corbett, 2017 NY Slip Op. 07… Read More
October 23, 2017 Bringing Action for Rescission/Reformation of Contract Not Anticipatory Breach of That Contract
On October 19, 2017, the Court of Appeals issued a decision in Princes Point LLC v. Muss Development… Read More
October 20, 2017 Question of Fact Regarding Whether Time Was of the Essence Precludes Summary Judgment
On October 2, 2017, Justice Ash of the Kings County Commercial Division issued a decision in Scott R… Read More
October 14, 2017 Construction-Related Claims Barred by "No Damages for Delay" Clause
On September 28, 2017, Justice Knipel of the Kings County Commercial Division issued a decision in P… Read More
October 6, 2017 Breach of Contract Claim Dismissed for Failure to Identify Particular Provision That was Breached
On October 6, 2017, the Fourth Department issued a decision in Barrett v. Grenda, 2017 NY Slip Op. 0… Read More
October 4, 2017 Unsigned Employment Agreement Void Under Statute of Frauds
On September 20, 2017, Justice Platkin of the Albany County Commercial Division issued a decision in… Read More
September 30, 2017 Term Sheet Not a Binding Contract
On September 26, 2017, the First Department issued a decision in Keitel v. E*TRADE Financial Corp., … Read More
September 26, 2017 Plaintiff's Voluntary Payment of Disputed Sum and Delay in Bringing Suit Dooms Claims
On September 18, 2017, Justice Sherwood of the New York County Commercial Division issued a decision… Read More
September 20, 2017 Alleged Breach by Plaintiff Insufficient to Prevent Judgment on Contract Claim
On September 11, 2017, Justice Masley of the New York County Commercial Division issued a decision i… Read More
September 17, 2017 Manager of Delaware LLC Must Exercise Rights Granted to it in Good Faith
On September 8, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
August 28, 2017 No Breach of Covenant of Good Faith and Fair Dealing; Plaintiff Received Benefits of Contract
On August 23, 2017, the Second Department issued a decision in Rayham v. Multiplan, Inc., 2017 NY Sl… Read More
August 15, 2017 Court Excludes Parol Evidence Despite Lack of Merger Clause
On August 9, 2017, the Second Department issued a decision in Hoeg Corp. v. Peebles Corp., 2017 NY S… Read More
August 10, 2017 Lost Profits Found to be Recoverable as General, Not Consequential, Damages
On August 3, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in… Read More
August 9, 2017 Insured Not Entitled to Indemnification Because It Settled Claims Without Insurer's Permission
On August 8, 2017, the First Department issued a decision in Bovis Lend Lease (LMB), Inc. v. Arch In… Read More
August 8, 2017 Merger Clause Bars Fraud Claim
On July 31, 2017, Justice Sherwood of the New York County Commercial Division issued a decision in R… Read More
August 5, 2017 Property Owner Not Liable to Subcontractor for General Contractor's Obligations
On July 26, 2017, Justice Emerson of the Suffolk County Commercial Division issued a decision in Cou… Read More
August 3, 2017 Court Enforces Warranty Waiver, Dismissing Claim
On August 2, 2017, the Second Department issued a decision in Joka Industries, Inc. v. Doosan Infrac… Read More
July 27, 2017 Actual Notice Insufficient to Meet Contract's Strict Contractual Notice Requirement
On July 27, 2017, the Third Department issued a decision in Ridley Electric Co., Inc. v. Dormitory A… Read More
July 23, 2017 Plaintiff Awarded Fees Based on Unmistakably Clear Language in Contract
On July 14, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
July 21, 2017 Alleged Faulty Notice of Lease Renewal States Breach of Implied Covenant Claim
On July 13, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
July 4, 2017 Court Upholds Implied Covenant Claim Based on Frustration of Plaintiff's Efforts to Recover Funds
On June 22, 2017, the First Department issued a decision in Tillage Commodities Fund, L.P. v. SS&C T… Read More
July 3, 2017 Unconscionability Can be Basis for Disregarding Statute of Frauds But Standard is Demanding
On June 29, 2017, the Court of Appeals issued a decision in Matter of Hennel, 2017 NY Slip Op. 05266… Read More
June 22, 2017 Court Refuses to Enforce No-Challenge Clause in Patent License
On June 14, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
June 21, 2017 Failure to Set Standards For Award of Stock Options Breach of Implied Covenant of Good Faith
On June 15, 2017, the First Department issued a decision in Zakrzewski v. Luxoft USA, Inc., 2017 NY … Read More
June 15, 2017 Exchange of E-mails Did Not Create Binding Contract
On June 7, 2017, the Second Department issued a decision in Saul v. Vidokle, 2017 NY Slip Op. 04485,… Read More
June 10, 2017 Questions of Fact Preclude Summary Judgment on Reformation Claim
On June 8, 2017, the First Department issued a decision in Warberg Opportunistic Trading Fund L.P. v… Read More
June 5, 2017 Questions of Fact Precluded Dismissal of Duress Defense on Summary Judgment
On May 25, 2017, the First Department issued a decision in Yoon Jung Kim v. An, 2017 NY Slip Op. 042… Read More
June 4, 2017 Release Did Not Bar Derivative Claims, But Bringing Claims Might Violate Covenant Not to Sue
On May 23, 2017, the First Department issued a decision in Ridinger v. West Chelsea Development Part… Read More
June 1, 2017 Broker Entitled to Commission if Sellers Wrongfully Prevent Completion of Deal
On May 24, 2017, the Second Department issued a decision in CS Empire Realty, LLC v. Hussain, 2017 N… Read More
May 30, 2017 When Plaintiffs Sold Bonds Their Tort Claims Automatically Transferred to the Purchaser
On May 15, 2017, Justice Bransten of the New York County Commercial Division issued a decision in On… Read More
May 27, 2017 Broker's Claim Dismissed; it Was Not Procuring Cause of Transaction
On May 8, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision in Br… Read More
May 25, 2017 Restrictive Covenant Reasonable on Facts Alleged
On May 16, 2017, Justice Singh of the New York County Commercial Division issued a decision in Dougl… Read More
May 19, 2017 First Department Recognizes Multiple Theories For RMBS Trustee
On May 11, 2017, the First Department issued a decision in Bank of N.Y. Mellon v. WMC Mortgage, LLC,… Read More
May 11, 2017 No-Oral-Modification Clause Precluded Defense That Bank Said it Would Refinance
On April 27, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision in… Read More
May 10, 2017 Oral Contract Barred by Statute of Frauds
On May 4, 2017, the First Department issued a decision in Galopy Corp. Intl., N.V. v. Deutsche Bank,… Read More
May 4, 2017 Collateral Holder's Disposition of Collateral Was Reasonable
On April 27, 2017, the First Department issued a decision in Bank Leumi USA v. GM Diamonds, Inc., 20… Read More
May 3, 2017 Court Enforces Settlement Agreement Where Defendants Accepted the Benefits Despite Parties’ Non-Compliance With a Contract Provision
On April 6, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
May 1, 2017 Settlement Agreement's Release and Integration Clause Barred Fraudulent Inducement Claims
On April 18, 2017, Justice Singh of the New York County Commercial Division issued a decision in Glo… Read More
April 30, 2017 Breach of Contract Claim Dismissed: Counteroffer Extinguished Offer
On April 17, 2017, Justice Ramos of the New York County Commercial Division issued a decision in Kei… Read More
April 17, 2017 RMBS Plaintiff's Claims Dismissed Because of Failure Properly to Assign Tort Claims
On April 12, 2017, Justice Ramos of the New York County Commercial Division issued a decision in Roy… Read More
April 11, 2017 Collateral Manager Not Entitled to Expense Payments Greater Than Provided by Contract
On March 31, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in… Read More
April 10, 2017 Transfer Agent Not Bound By Forum Selection Clause in Notes
On March 30, 2017, Justice Sherwood of the New York County Commercial Division issued a decision in … Read More
April 8, 2017 Person Who Signed Agreement on Behalf of LLC Before LLC Was Formed Can Be Held Personally Liable
On April 6, 2017, the First Department issued a decision in Eastern Consolidated Properties, Inc. v.… Read More
April 5, 2017 RMBS Settlement Proceeds Must Be Distributed As Provided By Terms of Agreements
On March 31, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision in… Read More
March 29, 2017 Contract Claim Fails for Lack of Contractually-Required Notice and Opportunity to Cure
On March 20, 2017, Justice Kornreich issued a decision in Gottwald v. Sebert, 2017 NY Slip Op. 30521… Read More
March 28, 2017 Defendant Who Was Party to Contract Liable Even Though His Employer Also Had Contract With Plaintiff
On March 20, 2017, Justice Oing of the New York County Commercial Division issued a decision in Lord… Read More
March 27, 2017 Plaintiff Bound by Terms Incorporated by Reference into Purchase Order
On March 24, 2017, the Fourth Department issued a decision in Auburn Custom Millwork, Inc. v. Schmid… Read More
March 25, 2017 IM's Did Not Create Contract Because Deal Was "Subject To" Further Documentation
On March 23, 2017, the First Department issued a decision in Luxor Capital Group, L.P. v. Seaport Gr… Read More
March 24, 2017 Parties' Course of Conduct Trumps No-Oral-Waiver Clause
On March 22, 2017, the Second Department issued a decision in Kamco Supply Corp. v. On the Right Tra… Read More
March 20, 2017 Statute of Limitations Runs From When Contract is Signed, Not When it is Dated
On March 9, 2017, the First Department issued a decision in Natixis Real Estate Capital Trust 2007-H… Read More
March 19, 2017 Assignment of Claim"Of Any Nature Whatsoever" Sufficient to Assign Tort Claims
On March 6, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
March 14, 2017 Past Consideration Received and Acknowledged Sufficient Consideration Under Contract
On February 28, 2017, the First Department issued a decision in Neo Universe Inc. v. Ito, 2017 NY Sl… Read More
March 11, 2017 No Waiver as a Matter of Law Found Where Contract Had Non-Waiver Clause
On March 1, 2017, the Second Department issued a decision in Sunoce Properties, Inc. v. Bally Total … Read More
March 10, 2017 First Department Examines Scope of Covenant of Good Faith and Fair Dealing
On February 28, 2017, the First Department issued a decision in Transit Funding Associates, LLC v. C… Read More
March 1, 2017 Terms and Conditions Sent to Party Several Days After Parties' Agreement Part of Contract
On February 21, 2017, the First Department issued a decision in Lion Copolymer, LLC v. Kolmar Americ… Read More
February 28, 2017 Contract Claim Dismissed; Definition of Defined Term Governed, Not Usual Understanding
On February 8, 2017, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
February 21, 2017 Failure to Agree Does Not Violate Obligation in Term Sheet to Negotiate in Good Faith
On February 10, 2017, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
February 18, 2017 Court Rejects Claim Based on Term Sheet for Later-Memorialized Agremeent
On February 6, 2017, Justice Singh of the New York County Commercial Division issued a decision in P… Read More
February 17, 2017 Guarantee of Borrower's Obligations Under Agreement Not Document Amenable to CPLR 3213 Action
On February 14, 2017, the First Department issued a decision in PDL Biopharma, Inc. v. Wohlstadter, … Read More
February 16, 2017 Broad Coverage Exclusion Does Not Render Insurance Policy "Illusory" Where Some Coverage Is Afforded
On February 14, 2017, the Court of Appeals issued a decision in Lend Lease (US) Construction LMB Inc… Read More
February 12, 2017 Contract Claim Dismissed as Vague and Conclusory
On February 1, 2017, Justice Singh of the New York County Commercial Division issued a decision in P… Read More
February 10, 2017 Failure to Inform Client of Retention of Co-Counsel Does Not Render Retainer Unenforceable
On February 9, 2017, the Court of Appeals issued a decision in Marin v. Constitution Realty, LLC, 20… Read More
February 4, 2017 Court Issues Injunction Enforcing Covenant Not to Compete
On January 12, 2017, Justice Ash of the Kings County Commercial Division issued a decision in Shimon… Read More
January 31, 2017 Court Did Not Abuse Discretion in Precluding Expert on Interpretation of ISDA Agreement
On January 24, 2017, the First Department issued a decision in Good Hill Master Fund L.P. v Deutsche… Read More
January 29, 2017 Plaintiff Fails to State Claim for Reporter's Failure to Publish Article Based on Plaintiffs' Exclusive Information
On January 13, 2017, Justice Ramos of the New York County Commercial Division issued a decision in R… Read More
January 26, 2017 Test Under Statute of Frauds Is Not Whether Verbal Contract Lasted More Than a Year
On January 11, 2017, Justice Bransten of the New York County Commercial Division issued a decision i… Read More
January 25, 2017 Broker Entitled to Fee Under Agreement Even Though Not Procuring Cause of Sale
On January 19, 2017, the First Department issued a decision in Eastern Consolidated Properties, Inc.… Read More
January 22, 2017 Corporate Officer Not Bound by Corporation's Contracts
On January 12, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision … Read More
January 21, 2017 Broad Force Majeure Clause Enforced
On January 17, 2017, the First Department issued a decision in Constellation Energy Services of New … Read More
January 20, 2017 No Dismissal on Foreign Statute of Limitations: Insufficient Evidence of Foreign Law
On January 9, 2017, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
January 18, 2017 Term Sheet Found to be Binding Contract
On January 6, 2017, Justice Scarpulla of the New York County Commercial Division issued a decision i… Read More
January 13, 2017 No Implied Ratification Where Party Received no Benefit
On January 10, 2017, the First Department issued a decision in La Candelaria E. Harlem Community Cen… Read More
January 9, 2017 RMBS Issuer's Obligation to Cure Triggered by its Discovery of Defects; Notice Unnecessary
On December 29, 2016, the First Department issued a decision in U.S. Bank N.A. v GreenPoint Mortgage… Read More
January 7, 2017 No Breach of Contract Claim or Right to Rescind Where Alleged Breach Not Material
On December 8, 2016, Justice Walker of the Erie County Commercial division issued a decision in Matt… Read More
December 23, 2016 Acceptance of Bid at Auction Created Binding Agreement Notwithstanding Lack of Final Writing
On December 20, 2016, the Court of Appeals issued a decision in Stonehill Capital Management, LLC v.… Read More
December 13, 2016 Broker Not Entitled to Commission for Transaction That Did Not Close
On November 29, 2016, Justice Singh of the New York County Commercial Division issued a decision in … Read More
December 11, 2016 Court Rejects Veil Piercing Claim; Notes That Law Enforces Both Good Deals and Bad
On November 28, 2016, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
December 10, 2016 Claim Based on Oral Promise to Pay Employee Fails Where Employee Handbook Required Writing
On December 1, 2016, the First Department issued a decision in Newmark & Co. Real Estate, Inc. v. Fr… Read More
December 9, 2016 Covenant of Good Faith and Fair Dealing Did Not Prevent Contract Termination
On November 30, 2016, the Second Department issued a decision in ELBT Realty, LLC v. Mineola Garden … Read More
December 6, 2016 Strict Compliance With Notice Provision Not Required In Real Estate Case
On November 28, 2016, Justice Ritholtz of the Queens County Commercial Division issued a decision in… Read More
November 29, 2016 Party Could Not Raise Illegality Defense After Other Party Had Performed
On November 16, 2016, Justice Singh of the New York County Commercial Division issued a decision in … Read More
November 21, 2016 Failure to Give Notice and Opportunity to Defend Fatal to Indemnification Claim
On November 17, 2016, the First Department issued a decision in Conergics Corp. v. Dearborn Mid-West… Read More
November 20, 2016 At-Will Sales Employee Not Entitled to Post-Termination Commissions
On November 18, 2016, the Fourth Department issued a decision in Moore-Haarr v. Z-AXIS, Inc., 2016 N… Read More
November 19, 2016 Quasi-Contract and Tort Claims Cannot Revive Contract Claims Barred by Statute of Frauds
On November 15, 2016, the First Department issued a decision in Komolov v. Segal, 2016 NY Slip Op. 0… Read More
November 15, 2016 Surety Awarded Summary Judgment Against Bonded Party
On October 28, 2016, Justice Ramos of the New York County Commercial Division issued a post-trial de… Read More
November 12, 2016 Inability to Read English Does Not, Without More, Excuse Failure to Understand Contract
On November 2, 2016, the Second Department issued a decision in Nerey v. Greenpoint Mortgage Funding… Read More
November 11, 2016 Signer of Contract on Behalf of Later-Dissolved Corporation Not Liable on Contract
On October 26, 2016, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
October 21, 2016 Party That Frustrates Performance of Condition Cannot Claim Breach Based on Non-Performance
On October 4, 2016, Justice Oing of the New York County Commercial Division issued a decision in Nes… Read More
October 18, 2016 Return of Files One Day Later Than Called for in Settlement Agreement Not Material Breach
On October 11, 2016, the First Department issued a decision in Madison Ave. Diamonds LLC v. KGK Jewe… Read More
October 15, 2016 Breach of Contract Claim Accrues Anew for Each Breach of a Recurring Duty to Pay
On October 4, 2016, the First Department issued a decision in Lebedev v. Blavatnik, 2016 NY Slip Op.… Read More
October 7, 2016 No Contract Claim Where Plaintiff Did Not Give Required Notice and Opportunity to Cure
On September 27, 2016, the First Department issued a decision in Safka Holdings, LLC v. 220 W. 57th … Read More
October 6, 2016 Antitrust Violation Defense to Contract Claim Only if Contract Memorializes the Violation
On September 20, 2016, Justice Oing of the New York County Commercial Division issued a decision in … Read More
September 28, 2016 Work Other than Negotiating Business Opportunity Not Barred by Statute of Frauds
On September 22, 2016, the First Department issued a decision in Dorfman v. Reffkin, 2016 NY Slip Op… Read More
September 26, 2016 Implied Covenant of Good Faith and Fair Dealing Claim Should Have Been Dismissed
On September 14, 2016, the Second Department issued a decision in 1357 Tarrytown Road Auto, LLC v. G… Read More
September 25, 2016 Claim Alleging Partial Performance of Oral Modification of Written Contract Adequate
On August 18, 2016, Justice Ramos of the New York County Commercial Division issued a decision in Ob… Read More
September 24, 2016 Broker Not Entitled to Commission Where Closing Was a Condition And There Was No Closing
On September 15, 2016, the First Department issued a decision in NRT N.Y. LLC v. Johnson, 2016 NY Sl… Read More
September 14, 2016 Claims Against RMBS Sponsor Survive Despite Time-Barred Claims Against Originator
On September 7, 2016, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
September 13, 2016 NYC Not Obligated to Pay for Work Done Under Improperly-Granted Contract
On August 26, 2016, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
September 12, 2016 Public Contract Procured by Fraud Unenforceable and Amounts Paid Recoverable as Damages
On August 25, 2016, Justice Bransten of the New York County Commercial Division issued a decision in… Read More
September 9, 2016 Lease Not Terminated Due to Failure Strictly to Comply With Notice Provisions
On August 25, 2016, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 31, 2016 Plaintiff Required to Replead Alleged Oral Agreement With More Detail
On August 19, 2016, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 29, 2016 When Corporate Dissolution is Annulled it Retroactively Validates Contracts
On August 19, 2016, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 26, 2016 Contract Claim Based On Oral Agreement Regarding Investment Upheld
On August 18, 2016, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 23, 2016 Claims Against Insurer Dismissed Where Allegations Fail to Tie it to Policy at Issue
On August 11, 2016, Justice Oing of the New York County Commercial Division issued a decision in Cha… Read More
August 22, 2016 Publicity Agent's Negative E-Mails Constitute Breach of Covenant of Good Faith and Fair Dealing
On August 18, 2016, the First Department issued a decision in Rebecca Broadway L.P. v. Hotton, 2016 … Read More
August 18, 2016 Company Policy Manual That Could be Amended or Withdrawn Unilaterally Found Not Binding
On August 17, 2016, the Second Department issued a decision in Cohen v. National Grid USA, 2016 NY S… Read More
August 16, 2016 First Department Reinstates Contract Claims for Gross Negligence Against RMBS Securitizer
On August 11, 2016, the First Department issued a decision in Morgan Stanley Mortgage Loan Trust 200… Read More
August 15, 2016 Accrual Provision Extending Time to Bring Breach of Contract Claim Unenforceable
On August 11, 2016, the First Department issued a decision in Deutsche Bank National Trust Co. v. Fl… Read More
August 14, 2016 Designation of Party As Agent Did Not Make it a Fiduciary
On August 5, 2016, Justice Kornreich of the New York County Commercial Division issued a decision in… Read More
August 11, 2016 Non-Signatory Directly Benefiting from Agreement Bound by its Arbitration Provision
On August 11, 2016, the First Department issued a decision in BGC Notes, LLC v. Gordon, 2016 NY Slip… Read More
August 7, 2016 "Sole Discretion" Provision Must Be Exercised in Good Faith
On July 29, 2016, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
August 5, 2016 Fact Questions Regarding Board's Good Faith Valuation of Shares Precludes Dismissal
On July 25, 2016, Justice Singh of the New York County Commercial Division issued a decision in Sale… Read More
August 3, 2016 Fraud Claim Survives Despite Merger Clause Disclaiming Extra-Contractual Representations
On July 25, 2016, Justice Singh of the New York County Commercial Division issued a decision in 438 … Read More
August 1, 2016 Contract Claim Dismissed on Summary Judgment for Failure to Prove Damages
On July 19, 2016, Justice Bransten of the New York County Commercial Division issued a decision in M… Read More
July 29, 2016 Agreement Contemplating Later Execution of a More-Detailed Agreement Is Still Binding Contract
On July 28, 2016, the First Department issued a decision in Moshan v. PMB, LLC, 2016 NY Slip Op. 056… Read More
July 28, 2016 Court Distinguishes Clauses Relating to a Party's Subjective or Objective Satisfaction
On June 29, 2016, Justice Bransten of the New York County Commercial Division issued a decision in I… Read More
July 25, 2016 Agent for a Principal with no Legal Status Is Personally Liable for Contract
On July 12, 2016, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
July 20, 2016 Modification of Agreement Cannot Increase Obligation of Guarantor, But Does Not End It
On June 27, 2016, Justice Bransten of the New York County Commercial Division issued a decision in T… Read More
July 19, 2016 Inquiry into Commercial Reasonableness Only Permitted Where Contract is Ambiguous
On July 7, 2016, Justice Friedman of the New York County Commercial Division issued a decision in Bl… Read More
July 18, 2016 Continuing Violation Doctrine Not Applicable Where Plaintiff Suffers Discrete Harms
On June 23, 2016, Justice Bransten of the New York County Commercial Division issued a decision in I… Read More
July 6, 2016 Defendants' E-Mails Confirming Material Elements of Oral Agreement Satisfy Statute of Frauds
On June 28, 2016, the First Department issued a decision in Josephberg v. Crede Capital Group, LLC, … Read More
June 28, 2016 The Law Does Not Imply Reasonable Time for Performance Where Only Obligation is Payment of Money
On June 21, 2016, the First Department issued a decision in Castlestone Management LLC v. Diamond, 2… Read More
June 27, 2016 Claim for Breach of Representations Accrues at Later of As Of or Execution Date
On June 14, 2016, Justice Friedman of the New York County Commercial Division issued a decision in W… Read More
June 25, 2016 Notice Provision Not Condition Precedent That Results in a Forfeiture
On June 21, 2016, the First Department issued a decision in EidosMedia Inc. v. Citigroup Technology,… Read More
June 23, 2016 RMBS Trustee Plaintiff Entitled to Reimbursment of Attorneys' Fees From Defendant
On June 16, 2016, the First Department issued a decision in U.S. Bank N.A. v. DLJ Mortgage Capital, … Read More
June 17, 2016 Ongoing Negotiation of Formal Agreement Shows Intent Not to Be Bound by Informal Agreement
On May 23, 2016, Justice Oing of the New York County Commercial Division issued a decision in AEG Li… Read More
May 25, 2016 Agreement Setting Price Term by Reference to Commercial Practice or Trade Usage Valid
On May 17, 2016, the First Department issued a decision in Cowen & Co., LLC v. Fiserv, Inc., 2016 NY… Read More
May 24, 2016 Party That Failed to Give Contractually-Required Notice Prior to Bringing Suit Lacked Standing
On May 17, 2016, the First Department issued a decision in Nomura Asset Acceptance Corp. Alternative… Read More
May 23, 2016 Inclusion of No Oral Modification Clause In Employment Agreement Does Not Change At-Will Status
On May 19, 2016, the First Department issued a decision in Gootee v. Global Credit Services, LLC, 20… Read More
May 22, 2016 No Oral Modification Clause Bars Breach of Contract and Promissory Estoppel Claims
On May 9, 2016, Justice Singh of the New York County Commercial Division issued a decision in Rivera… Read More
May 21, 2016 Partial Payment After Statute of Limitations Expires May Toll or Restart It
On May 10, 2016, Justice Scheinkman of the Westchester County Commercial Division issued a decision … Read More
May 20, 2016 "Pay-When-Paid" Provision in Subcontract Unenforceable as Contrary to Public Policy
On May 17, 2016, the First Department issued a decision in Nevco Contracting Inc. v. R.P. Brennan Ge… Read More
May 19, 2016 Breach of Contract Claim Barred for Failure to Provide Contractually-Required Notice
On May 18, 2016, the Second Department issued a decision in Schindler Elevator Corp. v. Tully Constr… Read More
May 11, 2016 Plaintiff Fails to Meet Heavy Burden of Proving Exception to "No Damages For Delay" Clause
On May 3, 2016, the First Department issued a decision in Advanced Automatic Sprinkler Co., Inc. v. … Read More
April 18, 2016 Breach of Contract Claim Properly Dismissed for Failure to Plead Consideration or Damages
On April 14, 2016, the First Department issued a decision in Vista Food Exchange, Inc. v. BenefitMal… Read More
April 16, 2016 Oral Agreement to Form Entities to Buy Real Property Not Subject to Statute of Frauds
On April 12, 2016, the First Department issued a decision in Retter v. Zyskind, 2016 NY Slip Op. 027… Read More
April 11, 2016 Agreement to Agree Unenforceable
On April 6, 2016, Justice Ramos of the New York County Commercial Division issued a decision in Lipt… Read More
April 2, 2016 Statute of Frauds Applies to Transfer of Stock in Entity Whose Only Asset is Real Property
On March 16, 2016, Justice Demarest of the Kings County Commercial Division issued a decision in Jer… Read More
March 24, 2016 Assignment Can be Effected by Delivery of Note Rather Than by Written Contract
On March 15, 2016, the First Department issued a decision in Brunner v. Estate of Chaim Lax, 2016 NY… Read More
March 23, 2016 Delivery of Non-Conforming Goods Creates UCC Cause of Action
On March 15, 2016, the First Department issued a decision in BMW Group, LLC v. Castle Oil Corp., 201… Read More
March 21, 2016 Provision Exempting Warehouse from Liability for Damage Caused By Own Negligence Unenforceable
On March 17, 2016, the First Department issued a decision in XL Specialty Insurance Co. v. Christie'… Read More
March 17, 2016 Agreements to Agree Obligate Parties to Negotiate in Good Faith
On March 4, 2016, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
March 10, 2016 Breach of Contract Claim Dismissed for Failure to Identify Specific Agreements Allegedly Breached
On March 8, 2016, the First Department issued a decision in Austin v. Gould, 2016 NY Slip Op. 01604,… Read More
March 8, 2016 Mortgage Contingency Clause Was Not a Condition Precedent to Purchase Obligation
On March 3, 2016, the First Department issued a decision in Shi v. Alexandratos, 2016 NY Slip Op. 01… Read More
March 5, 2016 Real Estate Binder Not Binding Contract Where It Fails to Identify Parties
On March 1, 2016, Justice Demarest of the Kings County Commercial Division issued a decision in 929 … Read More
March 1, 2016 Lender Had Right to Refuse to Close Financing Transaction
On February 25, 2016, the First Department issued a decision in MCAP Robeson Apartments L.P. v. Muni… Read More
February 25, 2016 Court Rejects Alleged Oral Modification of Written Agreement
On February 16, 2016, Justice Oing of the New York County Commercial Division issued a decision in T… Read More
February 24, 2016 Party’s Agreement to "Guarantee" Its Own Performance of Contractual Obligation Enforceable as Liquidated Damages Provision
On February 23, 2016, the First Department issued a decision in 70 W. 45th St. Holding LLC v. Waters… Read More
February 23, 2016 Agreement Not Unconscionable Even Though it Was Improvident
On February 5, 2016, Justice Platkin of the Albany County Commercial Division issued a decision in M… Read More
February 16, 2016 Employee Not Entitled to Carried Interest Payment Where Amount of Payment Not Agreed To
On February 3, 2016, Justice Friedman of the New York County Commercial Division issued a decision i… Read More
February 12, 2016 Jury Verdict Awarding Brokerage Commission Based on Oral Brokerage Agreement Overturned
On February 3, 2016, the Second Department issued a decision in Douglas Elliman, LLC v. Silver, 2016… Read More
February 11, 2016 Filing Rescission Action Before Date of Performance Constitutes Anticipatory Breach
On February 4, 2016, the First Department issued an opinion in Princes Point LLC v Muss Development … Read More
February 10, 2016 E-mail Sent by Party, Under Which Sender's Name is Typed, Can Satisfy Statute of Frauds
On February 3, 2016, the Second Department issued a decision in Agosta v. Fast Systems Corp., 2016 N… Read More
February 9, 2016 Loss Damage Waiver Bars Subrogation Action
On January 21, 2016, Justice Scarpulla of the New York County Commercial Division issued a decision … Read More
February 5, 2016 Promise to Compensate Investor for Failed Investment Unenforceable Gratuitous Promise
On January 21, 2016, Justice Sherwood of the New York County Commercial Division issued a decision i… Read More
January 31, 2016 Assignee of Right to Collect Commission Cannot Collect Because the Assignor Not Licensed Real Estate Broker
On January 27, 2016, the Second Department issued a decision in Burton v. Lucido, 2016 NY Slip Op. 0… Read More
January 20, 2016 Lost Profits Damages Awarded On Contract Claim Because They Were Contemplated by the Parties
On January 13, 2016, the Second Department issued a decision in Inspectronic Corp. v. Gottlieb Skans… Read More
January 19, 2016 Statute of Frauds Bars Oral Finder's Fee Agreement
On January 12, 2016, the First Department issued a decision in Goldfarb v. Schaeffer, 2016 NY Slip O… Read More
January 18, 2016 Agreement Assigning "All Right, Title and Interest" in Bonds Insufficient to Assign Fraud Claims
On January 12, 2016, the First Department issued a decision in Dexia SA/NV v. Stanley, 2016 NY Slip … Read More
December 24, 2015 Termination for Convenience Clause Enforceable Without Regard to Defendant's Good Faith
On December 15, 2015, the First Department issued a decision in Minelli Construction Co., Inc. v. WD… Read More
December 13, 2015 Oral Agreement to Create a Joint Venture not Barred by Statute of Fraud
On December 2, 2015, Justice Scarpulla of the New York County Commercial Division issued a decision … Read More
December 12, 2015 Plaintiff Not Entitled to Broker's Commission Because Not Procuring Cause of Purchase
On December 2, 2015, the Second Department issued a decision in Excel Realty Advisors, LP v. Engel B… Read More
December 5, 2015 Action Barred by Release in Prior Dispute
On November 24, 2015, the First Department issued a decision in Matter of Empire State Building Asso… Read More
December 4, 2015 Claims Barred by Statute of Frauds Despite Existence of Documents Referring to Agreement
On October 26, 2015, Justice Demarest of the Kings County Commercial Division issued a decision in L… Read More
December 1, 2015 Breach of Contract is Defense to Non-Payment of Note When Contract and Note Are Intertwined
On November 25, 2015, the Second Department issued a decision in Jason J. Weindorf, CPA, P.C. v. Wig… Read More
November 29, 2015 First Department Upholds Contract Provision Limiting Damages
On November 19, 2015, the First Department issued a decision in MG Hotel, LLC v. Bovis Lend Lease, L… Read More
November 22, 2015 Summary Judgment in Lieu of Complaint Reversed Because of Question of Fact Regarding Forgery
On November 18, 2015, the Second Department issued a decision in Kitovas v. Megaris, 2015 NY Slip Op… Read More
November 19, 2015 Summary Judgment Reversed; Issue for Trial on Ambiguous Term in Contract
On November 17, 2015, the First Department issued a decision in Impala Partners v. Borom, 2015 NY Sl… Read More
November 14, 2015 No Assignment of Claims by Implication
On November 12, 2015, the First Department issued a decision in Sealink Funding Ltd. v. Morgan Stanl… Read More
November 12, 2015 Consequential Damages Not Allowed When Not Foreseeable and Contemplated by Parties
On November 10, 2015, the First Department issued a decision in ERC 16W L.P. v. Xanadu Mezz Holdings… Read More
November 10, 2015 First Department Analyzes Voluntary Payment Doctrine
On November 5, 2015, the First Department issued a decision in DRMAK Realty LLC v. Progressive Credi… Read More
November 2, 2015 Business Judgment Rule No Protection from Claim of Breach of Duty of Good Faith and Fair Dealing
On October 28, 2015, the Second Department issued a decision in Waterways at Bay Pointe Homeowners A… Read More
October 28, 2015 Court Analyzes Application of UN Convention on Contracts for International Sale of Goods
On October 14, 2015, Justice Ramos of the New York County Commercial Division issued a decision in T… Read More
October 25, 2015 False Statement of Intention to Perform Contract Insufficient to Support Fraud Claim
On October 14, 2015, Justice Scarpulla of the New York County Commercial Division issued a decision … Read More
October 18, 2015 If Equitable Relief is Contractual Sole Remedy, Damages Awardable if Equitable Relief Impossible
On October 13, 2015, the First Department issued a decision in Nomura Home Equity Loan, Inc., Series… Read More
October 16, 2015 Waiver of Contingency in Real Estate Contract Must be Clear
On October 9, 2015, the Fourth Department issued a decision in Pohlman v. Madia, 2015 NY Slip Op. 07… Read More
October 14, 2015 Rescission Unavailable When Status Quo Cannot be Restored
On October 5, 2015, Justice Scarpulla of the New York County Commercial Division issued a decision i… Read More
October 12, 2015 Performance Exceptions to Statute of Frauds Unavailable to Defeat Summary Judgment Motion
On September 21, 2015, Justice Whelan of the Suffolk County Commercial Division issued a decision in… Read More
October 11, 2015 Court Refuses to Consider Extrinsic Evidence Regarding Terms of Employment Agreements
On September 30, 2015, Justice Singh of the New York County Commercial Division issued a decision in… Read More
October 9, 2015 Alleged Contract Unenforceable Agreement to Agree
On October 2, 2015, Justice Platkin of the Albany County Commercial Division issued a decision in Pr… Read More
October 6, 2015 Court Analyzes Law Regarding Whether a Contract is Ambiguous
On September 14, 2015, Justice Ramos of the New York County Commercial Division issued a decision in… Read More
October 5, 2015 Balance of Equities Favors Defendant Despite "Catastrophic Result" to Plaintiff
On September 14, 2015, Justice Ramos of the New York County Commercial Division issued a decision in… Read More
October 3, 2015 Agreement to Agree Not an Enforceable Contract
On October 1, 2015, the First Department issued a decision in Offit v. Herman, 2015 NY Slip Op. 0705… Read More
September 15, 2015 Even Though Sports Agency Contract Void, Agent Can Recover for Unjust Enrichment
On September 4, 2015, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
September 14, 2015 Wife Third-Party Beneficiary of Contract Signed By Husband
On September 4, 2015, Justice Scarpulla of the New York County Commercial Division issued a decision… Read More
September 9, 2015 Statute of Frauds Bars Contract Claim
On August 27, 2015, Justice Rosenbaum of the Monroe County Commercial Division issued a decision in … Read More
August 29, 2015 Because Deadline for Contract Performance was on Weekend, Deadline was Extended to Weekday
On August 18, 2015, Justice Ramos of the New York County Commercial Division issued a decision in Ma… Read More
August 28, 2015 Absence of Damages Fatal of Breach of Contract Claim
On August 21, 2015, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 27, 2015 Plaintiff States Claim for Fraudulent Inducement Despite Being At-Will Employee
On August 25, 2015, the First Department issued a decision in Laduzinski v. Alvarez & Marsal Taxand … Read More
August 26, 2015 Damages for Breach of "Agreement to Agree" Limited to Out-of-Pocket Expenses
On August 17, 2015, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
August 25, 2015 Contract's Arbitration Clause Enforced Despite Alleged Fraud Relating to Contract
On August 19, 2015, the Second Department issued a decision in Ferrarella v. Godt, 2015 NY Slip Op. … Read More
August 23, 2015 Court Finds Issue of Fact on Voluntary Payment Doctrine Defense
On August 6, 2015, Justice Rosenbaum of the Monroe County Commercial Division issued a decision in K… Read More
August 13, 2015 Right of First Refusal to Purchase Real Estate Subject to Statute of Frauds
On August 5, 2015, the Second Department issued a decision in Educational Center for New Americans, … Read More
August 12, 2015 Retraction of Contract Repudiation Ineffective if it is Not Bona Fide
On August 4, 2015, the First Department issued a decision in Beinstein v. Navani, 2015 NY Slip Op. 0… Read More
August 10, 2015 Prohibition on Delay Damages Enforced Absent Bad Faith, Willful Misconduct or Gross Negligence
On July 30, 2015, the Third Department issued a decision in Tougher Industries, Inc. v. Dormitory Au… Read More
August 9, 2015 Breach of Contract Statute of Limitations Extended by Continuing Wrong Doctrine
On July 29, 2015, Justice Emerson of the Suffolk County Commercial Division issued a decision in Aff… Read More
August 8, 2015 Employment Agreement With a Fixed Term Can Only Be Terminated for Just Cause
On July 22, 2015, Justice Singh of the New York County Commercial Division issued a decision in Stol… Read More
August 5, 2015 Town May Be Third-Party Beneficiary of Power Supply Agreement Between LILCO and LIPA
On July 29, 2015, the Second Department issued a decision in Town of Huntington v. Long Island Power… Read More
August 4, 2015 Securities Seller in Repurchase Agreement Lacks Standing to Assert Claims as Owner
On July 18, 2015, Justice Bransten of the New York County Commercial Division issued a decision in O… Read More
August 2, 2015 Written Contract May Be Modified By Course of Conduct
On July 20, 2015, Justice Scarpulla of the New York County Commercial Division issued a decision in … Read More
July 30, 2015 Restrictive Covenant Made in Connection With Sale of Business Enforced by Stricter Standard
On July 10, 2015, the Fourth Department issued a decision in Genesee Valley Trust Co. v. Waterford G… Read More
July 29, 2015 No Fraudulent Inducement Claim When Contract Disclaims All Non-Contractual Representations
On July 15, 2015, the Second Department issued a decision in Oseff v. Scotti, 2015 NY Slip Op. 06123… Read More
July 27, 2015 Court of Appeals Illustrates Application of Rules of Contract Construction
On June 25, 2015, the Court of Appeals issued a decision in Universal American Corp. v. National Uni… Read More
July 24, 2015 Jury's Brokerage Fee Award Vacated Due to Lack of Evidence Proposed Buyer Was Able to Purchase
On July 8, 2015, the Second Department issued a decision in Island Associates Real Estate, Inc. v. D… Read More
July 4, 2015 When Plaintiff Causes Defendant's Failure to Perform it Cannot Base a Claim Upon That Failure
On June 24, 2015, the Second Department issued a decision in Frank Brunckhorst Co., LLC v. JPKJ Real… Read More
July 2, 2015 Services in Deciding Whether to Negotiate Real Estate Deal Not Covered by Statute of Frauds
On July 1, 2015, the Court of Appeals issued a decision in JF Capital Advisors, LLC v. Lightstone Gr… Read More
July 1, 2015 Purchaser of Note Lacked Standing to Bring Fraud Claims Because Claims Not Specifically Assigned
On June 30, 2015, the Court of Appeals issued a decision in Commonwealth of Pa. Public School Employ… Read More
June 28, 2015 Liquidating Agreement Claim by Subcontractor Accrues When General Contractor's Claim Time-Barred
On June 5, 2015, Justice Demarest of the Kings County Commercial Division issued a decision in Rad &… Read More
June 19, 2015 No Claim for Breach of Representations and Warranties When Contract Waives Such Claims
On June 11, 2015, the First Department entered a decision in Cambridge Petroleum Holdings, Inc. v. L… Read More
June 15, 2015 Breach of RMBS Repurchase Obligation not Separate Breach of Contract With Own Limitations Period
On June 11, 2015, the Court of Appeals issued a decision in ACE Sec. Corp. v. DB Structured Prods., … Read More
June 9, 2015 Contract Unenforceable for Lack of Definiteness
On June 3, 2015, the Second Department issued a decision in UETA Latinamerica, Inc. v. Zafir, 2015 N… Read More
June 8, 2015 Agreement to Agree Not Enforceable Contract Even Though Memorialized in Writing
On June 4, 2015, the First Department issued a decision in Northern Stamping, Inc. v. Monomoy Capita… Read More
June 5, 2015 Court of Appeals Accepts Certified Questions Regarding Interpretation of New York’s Franchised Motor Vehicle Dealer Act
On June 4, 2015, the Court of Appeals accepted two certified questions from the Second Circuit in Be… Read More
June 4, 2015 Insurance Broker Not Liable for Alleged Torts and Breach of Contract of His Employer
On May 27, 2015, the Second Department issued a decision in Lido Beach Towers v. Denis A. Miller Ins… Read More
May 23, 2015 Court Enforces Contract That Violates Statute
On May 11, 2015, Justice Kornreich of the New York County Commercial Division issued a decision in G… Read More
May 18, 2015 Court of Appeals Addresses Standard for Pleading "Justifiable Reliance" In Commercial Fraud Cases
On May 7, 2015, the Court of Appeals issued a decision in ACA Financial Guaranty Corp. v. Goldman, S… Read More
May 1, 2015 Rescission Not Available Where Status Quo Ante Cannot Be Restored
On April 22, 2015, the Second Department issued a decision in Habberstad Volkswagen, Inc. v. GC Volk… Read More
April 26, 2015 Court Excludes Parol Evidence
On April 16, 2015, the First Department issued a decision in Town New Development Sales & Marketing … Read More
April 23, 2015 Parol Evidence Admissible to Resolve Ambiguity in Construction Contract
On April 15, 2015, the Second Department issued a decision in Vivir of L I, Inc. v. Ehrenkranz, 2015… Read More
April 17, 2015 Claim for Breach of the Implied Covenant of Good Faith and Fair Dealing Upheld
On April 9, 2015, the First Department issued a decision in Demetre v. HMS Holdings Corp., 2015 NY S… Read More
April 16, 2015 Claim Relating to Oral Agreement to Sell Business Interests Dismissed on Statute of Frauds Grounds
On April 9, 2015, the First Department issued a decision in Basu v. Alphabet Management LLC, 2015 NY… Read More
April 12, 2015 No Oral Contract Where Party Refused to be Bound Except in Writing
On April 7, 2015, the First Department issued a decision in Stonehill Capital Management, LLC v. Ban… Read More
April 9, 2015 E-mail Correspondence Can Be Documentary Evidence Under CPLR 3211(a)(1)
On April 2, 2015, the First Department issued a decision in Kolchins v. Evolution Markets, Inc., 201… Read More
April 8, 2015 Claim for Breach of Covenant of Good Faith Permissible Where Not Duplicative
On April 2, 2015, the First Department issued a decision in Delta Dallas Alpha Corp. v. South St. Se… Read More
April 4, 2015 Tolling Agreement Invalid for Lack of Termination Date
On March 3, 2015, Justice Ramos of the New York County Commercial Division issued a decision in Alle… Read More
April 2, 2015 Court of Appeals Answers Certified Question from Second Circuit Regarding Interpretation of Oil and Gas Leases
On March 31, 2015, the Court of Appeals issued a decision in Beardslee v. Inflection Energy, LLC, 20… Read More
March 25, 2015 Stipulation of Settlement Not Enforceable if Not Properly Memorialized
On March 18, 2015, the Second Department issued a decision in De Well Container Shipping Corp. v. Mi… Read More
March 24, 2015 First Department Analyzes Strict Compliance Requirement for Letters of Credit
On March 19, 2015, the First Department issued a decision in Ladenburg Thalmann & Co, Inc. v. Si… Read More
March 21, 2015 First Department Analyzes Rules for Interpreting Letters of Credit
On March 17, 2015, the First Department issued a decision in BasicNet S.p.A. v. CFP Servs. Ltd., 201… Read More
March 17, 2015 Buyer’s Fraudulent Inducement Claim Survives Motion To Dismiss Despite Contract Provision Disclaiming Reliance On Seller’s Representations
On March 3, 2015, the First Department issued a decision in TIAA Global Investments, LLC v. One Asto… Read More
March 15, 2015 Owner May Be Liable Under General Contractor's Contract With Subcontractor
On March 11, 2015, the Second Department issued a decision in Vertical Progression, Inc. v. Canyon J… Read More
March 9, 2015 Oral Modification of Completed Contract Not a Breach
On March 4, 2015, the Second Department issued a decision in El-Nahal v. FA Management, Inc., 2015 N… Read More
March 7, 2015 Broker Entitled to Commission Only When Meeting of Minds Between Buyer and Seller
On February 25, 2015, the Second Department issued decision in Pinnacle Realty of N.Y., LLC v. 255 B… Read More
February 18, 2015 Non-Signatories Bound By Arbitration Provision in Contract That Was Signed By Their Agent And From Which They Received A Direct Benefit
On January 23, 2015, Justice Schmidt of the Kings County Commercial Division issued a decision in Oc… Read More
February 13, 2015 Statute of Frauds Can be Satisfied by Multiple Writings Read Together
On February 3, 2015, Justice Emerson of the Suffolk County Commercial Division issued a decision in … Read More
February 11, 2015 No Jurisdiction Over Corporate Officers Based on Contract to Which They Were Not Parties
On February 2, 2015, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
February 7, 2015 Absent Covenant not to Compete, Selling Business Owner Can Advertise New Business
On January 20, 2015, Justice Pines of the Suffolk County Commercial Division issued a decision in We… Read More
February 6, 2015 Extrinsic Documents Not Part of Agreement Unless Specifically Incorporated by Reference
On January 23, 2015, Justice Demarest of the Kings County Commercial Division issued an opinion in Z… Read More
January 27, 2015 Debt Not Acknowledged in Writing Does Not Revive Statute of Limitations
On January 21, 2015, the Second Department issued a decision in Mosab Construction Corp. v. Prospect… Read More
January 10, 2015 Exercise of Right of First Refusal Must Be Unqualified to be Binding
On December 19, 2014, Justice Ramos of the New York County Commercial Division issued a decision in … Read More
January 8, 2015 At-Will Employee Can Assert Breach of Contract Claim for Wages Owed
On December 31, 2014, the Second Department issued a decision in Webb v. Greater N.Y. Auto. Dealers … Read More
January 4, 2015 Breach of Contract Claim Does Not Accrue Until Plaintiff Had the Right to Demand Performance
On December 22, 2014, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
December 31, 2014 Contract Provision For Renegotiation Of Fees Too Vague To Be Enforced
On December 10, 2014, Justice Bransten of the New York County Commercial Division issued a decision … Read More
December 28, 2014 Officer of Dissolved Corporation Personally Liable For Obligations Incurred By Corporation Post-Dissolution
On December 17, 2014, the Second Department issued a decision in 80-02 Leasehold, LLC v. CM Realty H… Read More
December 14, 2014 Where Contract Calls for Continuing Performance, Breach of Contract Claim Accrues Continuously With Each Failure to Perform
On December 5, 2014, Justice Platkin of the Albany County Commercial Division issued a decision in N… Read More
December 10, 2014 Subsequent Communications Do Not Create New Contract in Face of Merger Clause
On December 4, 2014, the First Department issued a decision in Global Events LLC v. Manhattan Center… Read More
November 22, 2014 Acceleration Clause Saves Oral Agreement for Payment Over Time from Invalidity Under the Statute of Frauds
On November 21, 2014, the Fourth Department issued a decision in Stevens v. Perrigo, 2014 NY Slip Op… Read More
November 21, 2014 Court of Appeals Accepts Certified Questions Regarding Fraud and Assignability of Fraud Claims
On November 20, 2014, the Court of Appeals accepted certified questions from the Second Circuit, i… Read More
November 13, 2014 Breach of Contract, Without More, Insufficient to Justify Rescission
On September 26, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in… Read More
November 6, 2014 Forum Selection Clause Not Enforced When Neither Parties Nor Agreement Connected to Chosen Forum
On November 5, 2014, the Second Department issued a decision in U.S. Merchandise, Inc. v L&R Dis… Read More
October 31, 2014 Court of Appeals Holds That, Absent Express Language, "Affiliate" only Includes Existing Affiliates
On October 23, 2014, the Court of Appeals issued a decision in Ellington v. EMI Music, Inc., 2014 NY… Read More
October 28, 2014 No Claim for Breach of Covenant of Good Faith and Fair Dealing When Claim Has Same Basis as Breach of Contract Claim
On October 21, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in J… Read More
October 25, 2014 Court Finds No Oral Modification of Written Contract
On September 25, 2014, Justice Whelan of the Suffolk County Commercial Division issued a decision in… Read More
October 24, 2014 Breach of a Contractual Representation or Warranty Occurs at the Time of Signing, Not the Effective Date of the Agreement
On October 21, 2014, the First Department issued a decision in U.S. Bank N.A. v DLJ Mortgage Capital… Read More
October 23, 2014 Implied Covenant of Good Faith and Fair Dealing Requires Landlord to Consent to Renewal of Sidewalk Cafe Permit
On October 21, 2014, the First Department issued a decision in DMF Gramercy Enterprises, Inc. v. Lil… Read More
September 10, 2014 Fraud Claim Dismissed As Duplicative of Breach of Contract Claim
On September 4, 2014, the First Department issued a decision in Beta Holdings, Inc. v. Goldsmith, 20… Read More
September 9, 2014 Claim for Breach of Covenant of Good Faith and Fair Dealing Duplicative When it Arises from Same Operative Facts as Contract Claim
On September 4, 2014, the First Department issued a decision in Mill Financial, LLC v. Gillett, 2014… Read More
September 4, 2014 Court of Appeals Accepts Certified Questions Regarding Interpretation of Oil and Gas Leases
On August 28, 2014, the Court of Appeals accepted two certified questions from the Second Circuit in… Read More
September 2, 2014 Second Department Affirms Trial Court Decision Modifying Settlement Agreement
On August 27, 2014, the Second Department issued a decision in Mochkin v. Mochkin, 2014 NY Slip Op.… Read More
August 31, 2014 Contract That Has Consideration When Entered Into Does Not Fail for Lack of Consideration if Circumstances Change
On August 20, 2014, Justice Ramos of the New York County Commercial Division issued a decision in Tr… Read More
August 22, 2014 Exchange of E-mails Did Not Create Binding Settlement Agreement
On August 6, 2014, Justice Schmidt of the Kings County Commercial Division issued a decision in Rubi… Read More
August 21, 2014 Statute of Frauds Applies to All Aspects of Agreement Regarding Negotiating Business Opportunity
On July 30, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
August 14, 2014 Plaintiff States Contract Claim Based on Two Separate, Contemporaneous Documents
On August 7, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in 833… Read More
August 10, 2014 Company Bound by Apparent Authority it Created in Former Officer
On August 8, 2014, the Fourth Department issued a decision in Pasquarella v. 1525 William St., LLC, … Read More
July 19, 2014 Agreement Lacking Formula for Computing Compensation not Void for Indefiniteness
On July 9, 2014, Justice Scarpulla of the New York County Commercial Division issued a decision in B… Read More
July 14, 2014 Insurer Could Not Use Tort Theory to Transfer Back to Insured Risks the Insurer Had Assumed
On July 3, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in A… Read More
July 5, 2014 Specific Indemnification Provision Trumps General One
On June 24, 2014, the First Department issued a decision in Plymouth Financial Co., Inc. v. Plymouth… Read More
July 1, 2014 Contract and Quasi-Contract Claims Based On Oral Modification to Contract Survive Despite "No Oral Modification" Clause
On June 25, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Laqu… Read More
June 29, 2014 Breach of Contract Claim Survives Because Nominal Damages Satisfy Damages Element of Claim
On June 19, 2014, Justice Schweitzer of the New York County Commercial Division issued a decision in… Read More
June 26, 2014 Breach of Contract Claim Dismissed as Duplicative of Malpractice Claim
On June 17, 2014, Justice Walker of the 8th Judicial District Commercial Division issued a decision … Read More
June 25, 2014 Available Damages Against Sponsor of Mortgage-Backed Securities Trust Limited By "Sole Remedies" Provision in Governing Documents
On May 29, 2014, Justice Bransten of the New York County Commercial Division issued a decision in … Read More
June 21, 2014 Investment Bank Not Entitled To Transaction Fee For Acquisition Where Engagement Letter Applied To "Sale, Transfer or other Disposition" of the Company's Assets
On June 17, 2014, the First Department issued a decision in Miller Tabak + Co., LLC v. Senetek PLC,… Read More
June 19, 2014 Action Against Referral Service Fails
On June 9, 2014, Justice Sherwood of the New York County Commercial Division issued a decision in Vi… Read More
June 16, 2014 No-Action Clause Must Be Strictly Construed
On June 10, 2014, the Court of Appeals issued a decision in Quadrant Structured Products Co., Ltd. v… Read More
June 15, 2014 Court Refuses to Enforce Alleged Parol Forum Selection Clause
On June 12, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Zuck… Read More
June 11, 2014 Brokerage Agreement Held to Create an Exclusive Agency, not an Exclusive Right to Sell
On June 10, 2014, the Court of Appeals issued a decision in Morpheus Capital Advisors LLC v UBS AG, … Read More
June 8, 2014 Guarantor Not Liable When Note is Paid, Even if Amount Paid is Less Than Amount Guaranteed
On June 5, 2014, the First Department issued a decision in PAF-PAR LLC v. Silberberg, 2014 NY Slip O… Read More
June 6, 2014 Parties Who Agree to Negotiate are not Bound to Negotiate Indefinitely
On June 5, 2014, the Court of Appeals issued a decision in IDT Corp. v. Tyco Group, S.A.R.L., 2014 N… Read More
June 6, 2014 SECOND UPDATE: Guest Post: New York County Commercial Division Grants TRO Enforcing Restrictive Covenants Pending FINRA Arbitration with Departing Employees
On June 3, 2014, we posted about dueling requests for "emergency" interim relief in a dispute concer… Read More
June 3, 2014 Guest Post: New York County Commercial Division Grants TRO Enforcing Restrictive Covenants Pending FINRA Arbitration with Departing Employees
This guest post was written by Isaac B. Zaur of Clarick Gueron Reisbaum LLP. Last week saw rapid-… Read More
June 2, 2014 Agreement Term Shortening Limitations Period Applies to Claims Arising From the Agreement
On May 27, 2014, the First Department issued a decision in Smile Train, Inc. v. Ferris Consulting Co… Read More
June 1, 2014 Motion for Summary Judgment in Lieu of Complaint Denied Because Right to Payment Not Ascertainable from Document
On May 20, 2014, Justice Sherwood of the New York County Commercial Division issued a decision in Go… Read More
May 31, 2014 Covenant of Good Faith and Fair Dealing Breached When Plaintiff's Rights Under an Agreement are Frustrated
On May 29, 2014, the First Department issued a decision in Pleiades Publishing, Inc. v. Springer Sci… Read More
May 26, 2014 Merger Clause Prevents Fraud Claim Based on Alleged Pre-Contract Promises
On May 16, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in A… Read More
May 25, 2014 Forum Selection Clause Enforceable Absent Fraud or Overreaching
On May 13, 2014, Justice Sherwood of the New York County Commercial Division issued a decision in U.… Read More
May 22, 2014 Broker Entitled to Commission When it has Direct and Proximate Link to the Transaction
On May 20, 2014, the First Department issued a decision in SPRE Realty, Ltd. v. Dienst, 2014 NY Sli… Read More
May 20, 2014 Fraudulent Inducement Claim Not Duplicative When Based on Misrepresentations of Present Facts Collateral to Contract
On May 13, 2014, the First Department issued a decision in Shugrue v. Stahl, 2014 NY Slip Op. 03460,… Read More
May 19, 2014 Best Efforts Clause Enforceable if Criteria Can be Inferred From Circumstances
On May 13, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Board… Read More
May 12, 2014 Court Recognizes Claim for Negligence/Insurer's Errors and Omissions
On May 1, 2014, Justice Schweitzer of the New York County Commercial Division issued a decision in N… Read More
May 11, 2014 Contractually-Provided Damages Not Enforceable if They are Mere Penalties
On April 11, 2014, Justice Sherwood of the New York County Commercial Division issued a decision in … Read More
May 8, 2014 Minor Amendment to a Complaint Proves Fatal to Plaintiff's Case
On May 6, 2014, the First Department issued a decision in Healthcare I.Q., LLC v. Tsai Chung Chao, 2… Read More
April 28, 2014 Damages Limitations Clause Enforceable Even When it Leaves Plaintiff Without a Remedy
On April 14, 2014, Justice Pines of the Suffolk County Commercial Division issued a decision in J. P… Read More
April 27, 2014 Contractual Jury Waiver Enforceable Even When Plaintiff Alleges Fraudulent Inducement
On April 15, 2014, Justice Schweitzer of the New York County Commercial Division issued a decision i… Read More
April 26, 2014 Commissions Need Not be Paid Absent a Written Contract
On April 15, 2014, Justice Schweitzer of the New York County Commercial Division issued a decision i… Read More
April 15, 2014 Court Will Not Examine Adequacy of Consideration Given for Guarantee Absent Fraud or Unconscionability
On April 8, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
April 12, 2014 E-Mails Can Meet Signed Writing Requirement of Statute of Frauds
On March 31, 2014, Justice Schweitzer of the New York County Commercial Division issued a decision i… Read More
April 8, 2014 Attorney may not Include Statutory Fee Award when Calculating Contingent Fee Unless Specifically Included by the Retainer Agreement
On April 3, 2014, the Court of Appeals issued a decision in Albunio v. City of New York, 2014 NY Sli… Read More
April 7, 2014 Court Addresses Remedies for Violation of Non-Compete, Non-Disclosure and Non-Solicitation Agreements
On March 28, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in… Read More
April 5, 2014 Compliance with Notice and Cure Provision Condition Precedent to Bringing Suit
On March 28, 2014, the Fourth Department issued a decision in Accadia Site Contracting, Inc. v. Erie… Read More
April 5, 2014 Agency Agreement Within the Statute of Frauds
On March 26, 2014, Justice Ramos of the New York County Commercial Division issued a decision in Wil… Read More
April 2, 2014 Lost Re-sale Profits Recoverable as General Damages When Those Profits Were Contemplated By the Contract
On March 27, 2014, the Court of Appeals issued a decision in Biotronik A.G. v. Conor Medsystems Ire… Read More
April 1, 2014 Financial Advisor's Claims Dismissed on Statute of Fraud Grounds
On March 25, 2014, the First Department issued a decision in JF Capital Advisors, LLC v. Lightstone… Read More
March 21, 2014 Statute of Frauds and At-Will Employment Doctrine Bar Claim for Unpaid Commissions
On March 7, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in … Read More
March 19, 2014 Quantum Meruit Claim Survives Even When Contract Claim Dismissed on Statute of Frauds Grounds
On March 18, 2014, the First Department issued a decision in Chapman, Spira & Carson, LLC v. He… Read More
March 12, 2014 Person Who Signs Contract on Behalf of Non-Existent Entity Personally Liable
On March 11, 2014, the First Department entered a decision in Sunquest Enterprises, Inc. v. Zar, 20… Read More
March 5, 2014 Buyer's Broker Not Third-Party Beneficiary of Real Estate Sales Contract That Refers Only to Commission to Seller's Broker
On February 20, 2014, Justice Pines of the Suffolk County Commercial Division issued a decision in S… Read More
March 1, 2014 Settlement Term Sheet Enforceable Despite Statement That Formal Papers Would Be Executed
On February 27, 2014, the First Department issued a decision in Trolman v. Trolman, Glaser & Li… Read More
February 23, 2014 Complaint to Reform Contract Dismissed for Failure to Join All Parties to Contract
On February 5, 2014, New York County Commercial Division Justice Bransten issued a decision in Oppen… Read More
February 13, 2014 Court of Appeals Rules That Two-Year Statute of Limitations In Insurance Policy Is Unenforceable Where Contractual Condition Precedent To Suit Could Not Be Accomplished Within Two Years
The Court of Appeals issued a decision today in Executive Plaza, LLC v. Peerless Insurance Company, … Read More
February 13, 2014 Agreement Not Unconscionable Because it Was Not One Only a Delusional Party Would Make
On February 11, 2014, the First Department issued a decision in B.D. Estate Planning Corp. v. Tracht… Read More
February 4, 2014 Landlord's Alleged Role in Frustrating Achievement of Contract's Purpose Allows Claim for Breach of Duty of Good Faith and Fair Dealing to Survive Motion to Dismiss
On January 22, 2014, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
February 3, 2014 Arbitration Clause in E-Mailed Terms and Conditions to Trading Account Agreement Not Sufficient to Bind Parties to Arbitration
On January 30, 2014, the First Department issued a decision in Basis Yield Alpha Fund (Master) v. Go… Read More
February 2, 2014 RMBS Planitiff Moves for Leave to Appeal to Court of Appeals
On December 23, 2013, we blogged about the First Department's decision in ACE Sec. Corp. v. DB Struc… Read More
January 25, 2014 Countersigned Letter is an Enforceable Contract Even Though Parties Contemplated Later Execution of a Formal Agreement
On January 16, 2014, Justice Bransten of the New York County Commercial Division issued a decision i… Read More
January 21, 2014 Condominium Owners not Third-Party Beneficiaries of Contract Between Sponsor and Architect
On January 6, 2014, Justice Demarest of the Kings County Commercial Division issued a decision in Bo… Read More
January 20, 2014 Plaintiff Barred from Recovering Damages Excluded by Contract
On January 15, 2014, Justice Bransten of the New York County Commercial Division issued a decision i… Read More
January 16, 2014 Contract Claim Dismissed For Failure to Plead Non-Speculative Damages
On January 2, 2014, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
January 15, 2014 New York Choice of Law Provision Does Not Preclude Massachusetts Statutory Claim
On December 11, 2013, Justice Walker of the 8th Judicial District Commercial Division issued a decis… Read More
January 11, 2014 No At Issue Waiver of Privilege When Party Chooses Not to Use Privileged Documents in Litigation
On December 30, 2013, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
January 10, 2014 UCC Statute of Frauds Does Not Apply to a Contract to Create Artwork
On January 2, 2014, Justice Kornreich of the New York County Commercial Division issued a decision i… Read More
January 7, 2014 Failure To Comply With Pre-Suit Notice Requirement Nullifies Action
On January 3, 2014, Justice Bransten of the New York County Commercial Division issued a decision in… Read More
January 6, 2014 Implied Commercial Contract Found to Exist, Preventing Termination Except by Terms of Original Contract
On December 20, 2013, Justice Walker of the 8th Judicial District Commercial Division issued a decis… Read More
January 5, 2014 Lack of Strict Compliance With Commercial Notice Provisions Can Be Excused Absent Prejudice
On December 23, 2013, Justice Kapnick of the New York County Commercial Division issued a decision i… Read More
December 30, 2013 Unambiguous Commercial Contract Enforced As Written Despite Burden
On December 26, 2013, the Second Department issued a decision in Obstfeld v. Thermo Niton Analyze… Read More
December 29, 2013 Seller Cannot Unilaterally Make Time of the Essence
On December 26, 2013, the Second Department issued a decision in Revital Realty Group, LLC v. Ulano… Read More
December 27, 2013 No Part Performance Exception to Statute of Frauds for Obligations that Cannot be Performed Within a Year
On December 17, 2013, the First Department issued a decision in Gural v. Drasner, 2013 NY Slip Op. … Read More
December 24, 2013 Auctioneer Exception to Statute of Frauds Satisfied by Multiple Writings
On December 17, 2013, the Court of Appeals issued a decision in William J. Jenack Estate Appraisers… Read More
December 23, 2013 Action Dismissed Due to Failure to Give Contractually-Required Notice and Opportunity to Cure Before Expiration of Limitations Period
On December 19, 2013, the First Department issued a decision in ACE Sec. Corp. v. DB Structured Prod… Read More
December 17, 2013 Whether Liquidated Damages Clause is Unenforceable Penalty is Fact Question
On December 6, 2013, Justice Friedman of the New York County Commercial Division issued a decision i… Read More
December 14, 2013 Lease Amendment Invalid Because Landlord's President Lacked Authority to Amend Lease
On December 12, 2013, the First Department issued a decision in Site Five Hous. Dev. Fund Corp. v. B… Read More
December 13, 2013 Dispute Over Authentiticy Precludes Dismissal Based on Documentary Evidence
On December 12, 2013, the First Department issued a decision in Laurel Hill Advisory Group, LLC v. A… Read More
December 11, 2013 Court of Appeals Agrees to Hear Certified Questions Regarding "No Action" Clauses
On November 12, 2013, we posted that in Quadrant Structured Products, Ltd. v. Vertin, the Delaware S… Read More
December 9, 2013 Failure to Give Required Notice of Termination a Failure to Perform a Condition Precedent to Entitlement to Termination Payments
On December 3, 2013, Justice Demarest of the Kings County Commercial Division issued a decision in S… Read More
December 8, 2013 Agreement to Pay Bonus Unenforcable Without Formula for Computing the Amount of the Bonus
On November 27, 2013, Justice Kornreich of the New York County Commercial Division issued a decision… Read More
December 6, 2013 No Negligent Misrepresentation Claim From Arm's Length Transaction Between Sophisticated Parties
On November 26, 2013, the First Department issued a decision in Zohar CDO 2003-1 Ltd. v. Xinhua Spor… Read More
November 28, 2013 Court of Appeals Enforces Lease as Written, Even Though it Leads to Harsh Result for Commercial Tenant
On October 7, 2013, we noted that on October 8, 2013, the Court of Appeals would hear argument in Eu… Read More
November 18, 2013 First Department Affirms Enforcement of Contractual Obligations to Advance Litigation Expenses
On November 14, 2013, the First Department issued a decision in TMR Bayhead Securities, LLC v. Aegi… Read More
November 17, 2013 Contract-Related Claims Dismissed Despite Allegation that Provisions Were Added Surreptitiously or by Mistake
On November 14, 2013, the First Department issued a decision in VFS Fin. v. Insurance Servs. Corp.,… Read More
November 16, 2013 Claim for Breach of NDA Allowed to Proceed While All Tort Claims Relating to the Alleged Breach Are Dismissed on the Pleadings
On November 7, 2013, Justice Schweitzer of the New York County Commercial Division issued a decision… Read More
November 16, 2013 Decision Illustrates the Danger of Overreaching in Pleading
On November 7, 2013, Justice Schweitzer of the New York County Commercial Division issued a decision… Read More
November 15, 2013 Shareholder Expulsion Provision Applied
On October 29, 2013, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
November 15, 2013 Condition Precedent Strictly Interpreted
On November 1, 2013, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
November 14, 2013 Lease Clause Requiring Commercially Reasonable Efforts Strictly Construed Against Plaintiffs
On November 14, 2013, the Court of Appeals issued a decision in JFK Holding Company LLC v. City of N… Read More
November 12, 2013 Delaware Supreme Court Certifies Questions to New York Court of Appeals on "No Action" Clauses in Trust Indentures
On November 7, 2013, the Delaware Supreme Court issued a decision in Quadrant Structured Products Co… Read More
November 11, 2013 Statute of Frauds Does Not Bar Multi-Year Oral Agreement That Could Be Performed in One Year
On November 8, 2013, the Fourth Department issued a decision in DeJohn v. Speech, Language & Com… Read More
November 10, 2013 Extrinsic Evidence of Meaning of Contract Term Not Considered
On October 30, 2013, the Second Department issued a decision in Outstanding Transport, Inc. v. Inter… Read More
November 4, 2013 "Best Efforts" Clause Enforced Notwithstanding Absence of Objective Criteria in Agreement Against Which Efforts Could Be Measured
On October 24, 2013, Justice Friedman of the New York County Commercial Division issued a decision i… Read More
November 3, 2013 Public Not Third-Party Beneficiary of Lease Between City and Museum
On October 29, 2013, Justice Kornreich of the New York County Commercial Division issued a decision … Read More
October 25, 2013 Divided First Department Panel Enforces Burdensome "Notwithstanding" Clause
On October 24, 2013, the First Department, in a 3-2 decision, issued a decision in BDC Finance L.L.… Read More
October 25, 2013 False Warranty in Commercial Contract Can be Basis of Fraud Claim
On October 21, 2013, Justice Ramos of the New York County Commercial Division issued a decision in W… Read More
October 24, 2013 "Notwithstanding" Clause Controls Contract Even When It Reads Other Term Out of the Contract
On October 22, 2013, the First Department issued a decision in Warburg Opportunistic Trading Fund, L… Read More
October 11, 2013 Failure to Comply With Statute of Frauds Bars Any Kind of Action Based On The Alleged Promise
On October 4, 2013, Justice Emerson of the Suffolk County Commercial Division issued a decision in S… Read More

Editors

Jeffrey M. Eilender

Jeffrey M. Eilender
jeilender@schlamstone.com

Thomas A. Kissane

Thomas A. Kissane
tkissane@schlamstone.com

Samuel L. Butt

Samuel L. Butt
sbutt@schlamstone.com

Joshua Wurtzel

Joshua Wurtzel
jwurtzel@schlamstone.com

Channing J. Turner

Channing J. Turner
cturner@schlamstone.com