Motion To Dismiss Claims Asserting Breach Of Letter Agreement Denied

Posted: December 15, 2025 / Written by: Joshua Wurtzel, Jeffrey M. Eilender, Samuel L. Butt, Channing J. Turner, Thomas A. Kissane / Categories Breach of Contract, Contract Interpretation, Motion to Confirm

Motion To Dismiss Claims Asserting Breach Of Letter Agreement Denied

On November 3, 2025, Justice Joel M. Cohen denied a motion to dismiss claims alleging violation of a letter agreement that the parties had agreed to work toward modifying. The case is Weinberg v. Meridian Capital Group, LLC, Index No. 653283/2025.

Plaintiff Jeffrey Weinberg brought suit to enforce an agreement (the “Letter Agreement”) he had reached with defendants MCG Equity Partners (“MEP”) and Meridian Capital Group (“MCG”) concerning his membership and equity interests in MEP. When MEP and MCG (together, “Meridian”) failed to meet certain payment obligations under the Letter Agreement, Weinberg entered into a Term Sheet with Meridian under which the parties agreed to use their best efforts to enter into a definitive agreement restructuring their deal. That definitive agreement was never reached, and Weinberg sued to enforce his rights under the Letter Agreement.

Defendants moved to dismiss, arguing that the Term Sheet superseded the Letter Agreement on its face, and/or under the part performance doctrine by reason of Weinberg’s acceptance of benefits under the Term Sheet. The court found the first argument inconsistent with the language of the Term Sheet, and the second to require factual findings not appropriate on a motion to dismiss:

The Term Sheet . . . directs Weinberg and Meridian to use best efforts to finalize a settlement agreement—while expressly providing that the remainder of the document is “non-binding” and that, “unless and until the parties enter into a definitive Agreement, the Letter Agreement shall remain in full force and effect”....

The Term Sheet expressly identifies a limited set of provisions as binding—those addressing MCG’s salary obligations, attorneys’ fees, and best efforts to close. Defendants have not established that Weinberg’s enforcement of those provisions somehow transformed the entire document into a binding contract. To hold otherwise would render the ‘Binding Effect’ clause meaningless....

Slip op., pp. 3-4.

Defendants’ argument that Weinberg had himself breached the Letter Agreement also “raises factual disputes that are not amenable to resolution on a motion to dismiss.” Id., p. 5.

Contact the Commercial Division Blog Committee at commercialdivisionblog@schlamstone.com if you or a client have questions concerning breach of contract or motions to dismiss.