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Posts Categorized: Contracts

Posted: 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) Fund, Ltd. v. Avanti Communications Group PLC, 2018 NY Slip Op. 00257, holding that an action should have been dismissed for failure to comply with an indenture’s no action clause, explaining: Plaintiffs, holders of certain notes, claim that defendants… Read more »

Posted: 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 Morizio v. Roeder, 2018 NY Slip Op. 50027(U), holding that the plaintiff was an at will employee despite his written employment agreement because the agreement did not contain a definite term of employment, explaining: To be an effective and… Read more »

Posted: 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., Series 2006-FM2 v. Nomura Credit & Capital, Inc., 2017 NY Slip Op. 08622, holding that RMBS trusts cannot get general contract damages for claims covered by “sole remedy” provisions. Nomura is an RMBS put back action: an action… Read more »

Posted: 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 NY Slip Op. 08487, holding that the holder of promissory notes payable to another must establish how it came to possess them in order to enforce them, explaining: The notes at issue were expressly payable to Ruby,… Read more »

Posted: 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. Highbridge Entities LLC, 2017 NY Slip Op. 08187, holding that a jury trial waiver in an escrow agreement applied to an action based on a related purchase agreement, explaining: The plain terms of the Purchase Agreement and the Escrow… Read more »

Posted: 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 Vision, Inc., 2017 NY Slip Op. 07796, holding that an agreement was a binding contract even though the parties had agreed further to negotiate some of the agreement’s terms, explaining: In determining whether a contract exists, the inquiry… Read more »

Posted: 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.P. v. Citicorp North America, Inc., 2017 NY Slip Op. 07678, affirming the dismissal of breach of fiduciary claims as duplicative of breach of contract claims, explaining: As to Citicorp the fiduciary duty claim was correctly dismissed as duplicative… Read more »