On August 18, 2016, Justice Kornreich of the New York County Commercial Division issued a decision in Galopy Corp. International N.V. v. Deutsche Bank, AG, 2016 NY Slip Op. 31576(U), upholding a breach of contract claim based on an alleged oral agreement regarding an investment, 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.
. . . [T]he Court of Appeals has long cautioned against an overly rigid application of the definiteness requirement.
Applying these principles, and being mindful that the court must construe the complaint liberally, grant plaintiff every favorable inference, permit the plaintiff to remedy defects in the complaint and preserve inartfully pleaded, but potentially meritorious claims with supplemental affidavits, the court denies Deutsche Bank’s motion to dismiss Galopy’s breach of contract claim. It is of no moment that Deutsche Bank contends that the alleged oral agreement seems suspect or that, in light of the recorded conversations, Galopy’s allegations do not smack of plausibility. To dismiss a breach of contract claim, an essential element must be omitted from the complaint or the documentary evidence must utterly refute the claim’s viability. There is no requirement, in this court, that the allegations be plausible. On the contrary, pursuant to CPLR 3013 and 3014, plaintiff is merely required to satisfy a notice pleading standard.
(Internal quotations and citations omitted) (emphasis added).
NOTE: Schlam Stone & Dolan LLP is counsel for Plaintiff in this action.