Monthly Archives: July 2016

Posted: July 31, 2016

Shareholder Agreement’s Buy-Out Terms Not Applicable in Dissolution Proceeding

On July 21, 2016, Justice Knipel of the Kings County Supreme Court issued a decision in Matter of Piazza v. Gioia, 2016 NY Slip Op. 31430(U), holding that a shareholder buyout provision did not apply in a dissolution proceeding, explaining: Gioia and KCWC argue that the commencement of this proceeding triggered Piazza’s obligation to sell… Read more »

Posted: July 30, 2016

Continuous Representation Doctrine Saves Claims Against Auditor from Dismissal

On July 25, 2016, Justice Ritholtz of the Queens County Commercial Division issued a decision in Jefferson Apartments, Inc. v. Mauceri, 2016 NY Slip Op. 26230, applying the continuous representation doctrine to preserve some claims against an auditor. As Justice Ritholtz explained in the opening of his opinion, The “continuous treatment” doctrine originated in medical… Read more »

Posted: 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. 05664, holding that a document styled “Letter of Intent” that contemplated a more-detailed final agreement was a binding contract, explaining: Plaintiff has sufficiently alleged that the commission agreement is a valid and binding contract, and not… Read more »

Posted: 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 International Finance Corp. v. Carrera Holdings Inc., 2016 NY Slip Op. 31341(U), discussing the rules for interpreting a clause providing for performance to a party’s satisfaction: Where an agreement includes conditions precedent that must be met to one… Read more »

Posted: July 27, 2016

Complaint Dismissed, Fees Awarded, for Disclosing Confidential Settlement Negotiations

On July 12, 2016, Justice Ramos of the New York County Commercial issued a decision in Board of Managers of 823 Park Avenue Condominium v. 823 Park Avenue LLC, 2016 NY Slip Op. 31328(U), sanctioning a plaintiff for disclosing confidential settlement negotiations. In Board of Managers of 823 Park Avenue Condominium, the parties to a… Read more »

Posted: July 26, 2016

Res Judicata Bars Assertion of Claim That Was Compulsory Counterclaim in Prior Federal Action

On July 21, 2016, the First Department issued a decision in Paramount Pictures Corp. v. Allianz Risk Transfer AG, 2016 NY Slip Op 05618, holding that res judicata barred a claim that should have been, but was not, brought as a compulsory counterclaim in a prior federal court action, explaining: Under the doctrine of res… Read more »

Posted: July 24, 2016

Insurer’s Disclaimer of Coverage Excused Insured from Obtaining Its Consent to Settlement

On July 7, 2016, Justice Ramos of the New York County Commercial Division issued a decision in J.P. Morgan Securities Inc. v. Vigilant Insurance Co., 2016 NY Slip Op. 31295(U), holding that an insurer’s disclaimer of coverage excused its insured from obtaining its consent to settle. In J.P. Morgan Securities, the plaintiffs sought a “declaration… Read more »