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Current Developments in the Commercial Divisions of the
New York State Courts
Posted: July 15, 2015

Prevailing Party Not Entitled to Fees Under Contract Because Provision Awarding Costs Not Unmistakably Clear

On June 11, 2015, Justice Kornreich of the New York County Commercial Division issued a decision in Threadstone Advisors, LLC v. Success Apparel Inc., 2015 NY Slip Op. 31003(U), denying a prevailing party’s request for an award of fees.

In Threadstone Advisors, the plaintiff, which prevailed on summary judgment, sought an award of attorneys’ fees under the parties’ contract. The court refused to award the plaintiff its fees, explaining:

[The plaintiff] is not entitled to recover its attorneys’ fees. Section 2(b) merely entitles [the plaintiff] to its costs incurred during the engagement. And even if section 2(b) arguably could be read as providing for attorneys’ fees in this action, such ambiguity precludes an award of fees. It is well settled that prevailing party attorneys’ fees will not be awarded by virtue of a contractual agreement unless such agreement makes the parties’ intent unmistakably clear.

(Internal quotations and citations omitted) (emphasis added).

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