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Posted: 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 in Slabakis v Schik, 2016 NY Slip Op. 31584(U), requiring a plaintiff to replead an alleged oral contract in more detail, explaining:

The doctrine of definiteness or certainty is well established in contract law. In short, it means that a court cannot enforce a contract unless it is able to determine what in fact the parties have agreed to. If an agreement is not reasonably certain in its material terms, there can be no legally enforceable contract. To create a binding contract, there must be a manifestation of mutual assent sufficiently definite to assure that the parties are truly in agreement with respect to all material terms.

It is true, however, that not all terms of a contract need be fixed with absolute certainty because at some point virtually every agreement can be said to have a degree of indefiniteness. Yet, definiteness as to material matters is of the very essence in contract law and, thus, impenetrable vagueness and uncertainty will not do. A contract that lacks a missing essential term will only be enforceable if there exists an objective method for supplying the missing term.

. . .

There [] are serious holes in plaintiffs’ allegations that are exposed by defendants’ submissions, which suggest Slabakis is not being truthful about myriad matters. He repeatedly refers to his equity in the Building when he alleges it was owned by a partnership, of which he allegedly is only one of the partners. He is careless about notions of corporate formalities by baldly asserting alter ego allegations. And, as noted, issues are raised regarding the truth of his contributions in procuring tenant removal, allegations which include his defrauding of tenants by misrepresenting his ownership of the building where they were relocated.

To be sure, such matters implicate questions of fact that cannot be resolved on this motion. Nonetheless, in light of the many holes in the complaint, Slabakis must replead with more specificity and precision. This is particularly warranted since the consideration provided by Slabakis for his interest in the alleged joint venture is difficult to discern from the complaint. . . .

(Internal quotations and citations omitted).

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