Commercial Division Blog
Subsequent Communications Do Not Create New Contract in Face of Merger Clause
On December 4, 2014, the First Department issued a decision in Global Events LLC v. Manhattan Center Studios, Inc., 2014 NY Slip Op. 08484, affirming the dismissal of a breach of contract claim.
In Global Events, the plaintiff's breach of contract claim was a based on an alleged e-mail modification to the parties' written agreement. The First Department affirmed the trial court's dismissal of that claim, explaining:
The breach of contract claim was properly dismissed. The parties had an express written agreement with regard to booking dates at defendant's venue. Defendant concededly was not in breach of that agreement. Plaintiff attempted to find among various subsequent emails between the parties a new agreement that materially modified the terms of the express agreement. This attempt failed in light of the merger clause in the express agreement, which precluded modification of its terms absent a writing signed by both parties. Given that the parties' express, written agreement covered the same subject matter as the alleged subsequent agreement, plaintiff's unjust enrichment claim was also properly dismissed.
(Internal quotations and citations omitted).