Posts Categorized: Contracts

Posted: 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. Lee, 2018 NY Slip Op. 03560, holding that the trial court erred in considering extrinsic evidence in interpreting an unambiguous agreement, explaining: [W]e disagree with the Supreme Court to the extent that it determined that the parties’ written agreement… Read more »

Posted: 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 Labor Law 240 Risk Management, LLC v. CRC Insurance Services, Inc., 2018 NY Slip Op. 30859(U), dismissing a claim based on a third-party beneficiary theory, explaining: Acknowledging it is not a party to the MPA, plaintiff LL240RM contends… Read more »

Posted: 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 Systems, Inc., 2018 NY Slip Op. 03210, dismissing a claim for failure to use a pre-suit audit procedure, explaining: The claim that Toshiba under-reported and underpaid royalties under the parties’ license agreement was correctly dismissed because plaintiff failed… Read more »

Posted: 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 Silvershore Props. LLC v. Dunning, 2018 NY Slip Op. 30715(U), denying specific performance of a contract to sell real property, explaining: Typically, a contract is not breached until the time set for performance has expired. To prevail on a… Read more »

Posted: 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 SPV-LS LLC v. Citron, 2018 NY Slip Op. 30681(U), holding that it was not a breach of contract to file an interpleader action, explaining: Plaintiffs’ argument that Transamerica conceded that it breached its contract with SPY by utilizing… Read more »

Posted: 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 Yards B2 Owner, LLC, 2018 NY Slip Op. 02828, holding that the inclusion of a choice of New York law provision in a contract does not make compliance with New York statutory law a contractual requirement, explaining:… Read more »

Posted: 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, 2018 NY Slip Op. 02569, holding that a written acknowledgement of a debt by a party’s agent can extend the statute of limitation, explaining: Defendant borrower established prima facie through the loan agreement and the notes that the… Read more »

Posted: 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 Securitized Asset Funding 2011-2, Ltd. v. Canadian Imperial Bank of Commerce, 2018 NY Slip Op. 30582(U), holding that counterclaims for mutual mistake and unilateral mistake survived summary judgment because of questions of fact, explaining: Cerberus argues that CIBC’s… Read more »

Posted: 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 American Capital Corp., 2018 NY Slip Op. 02414, holding that a “notwithstanding” clause trumps a potentially conflicting contract provision, explaining: [E]ven if section 3.1.7(v) could be interpreted to be inconsistent with section 3.1.11(a), section 3.1.11(a) would still… Read more »