Commercial Division Blog

Posted: March 23, 2022 / Written by: Jeffrey M. Eilender, Thomas A. Kissane, Samuel L. Butt, Joshua Wurtzel, Channing J. Turner / Categories Commercial, Breach of Contract, Breach of Implied Covenant of Good Faith, Tortious Interference, Unjust Enrichment

Dismissal of Breach of Contract Claim Decisive of Motion to Dismiss Complaint

In a Decision and Order dated January 11, 2022, in Misamore v Godfrey, 2022 NY Slip Op 00131, the First Department unanimously and summarily affirmed that where there was no breach of contract, the other claims for breach of implied covenant of good faith and fair dealing, tortious interference, and unjust enrichment had to be dismissed:

The breach of contract claim is conclusively refuted by the alleged agreement and other documents attached to the complaint, which show that the obligations that plaintiff claims were breached are not contained in the agreement (see Goshen v Mutual Life Ins. Co. of N.Y., 98 NY2d 314, 326 [2002]).

Because defendants were not parties to the alleged agreement, they cannot be held liable for a breach of the implied covenant of good faith and fair dealing (see Duration Mun. Fund, L.P. v J.P. Morgan Sec. Inc., 77 AD3d 474 [1st Dept 2010]).

In the absence of a breach of the alleged agreement, defendants cannot be held liable for tortious interference (see Lama Holding Co. v Smith Barney, 88 NY2d 413, 424 [1996]).

The unjust enrichment claim is barred by the express agreement governing the subject matter at issue, i.e., plaintiff's bonus (see Goldman v Metro. Life Ins. Co., 5 NY3d 561, 572 [2005]).

The attorneys at Schlam Stone & Dolan frequently litigate disputes concerning breach of contract, tortious interference, and unjust enrichment.  Contact the Commercial Division Blog Committee at if you or a client have questions concerning such issues.