- Posted: July 20, 2026 / Commercial Division Blog
Court Holds Earnout Amount Cannot Be Negative Based On Extrinsic Evidence Of Contractual Intent, So Sellers Owed No Payment
On July 2, 2026, in Tromer v. PEAK6 Insurtech Holdings LLC, Index No. 653530/2023, Justice Andrew Borrok of the New York County Commercial Division granted plaintiff’s renewed motion for partial summary judgment, holding that the “Earnout Amount” under the parties’ Unit Purchase Agreement could not be a negative number and that the plaintiff therefore did not owe the defendant any negative earnout. The agreement provided that “in no event shall the Earnout Amount be less than zero dollars,” but the defendant counterclaimed that two components later added to the formula could drive the Earnout Amount below zero, entitling it to a payment from the sellers. In a prior order, the Court had denied summary judgment to both sides and permitted limited discovery of the transaction counsel who drafted the agreement as to the clause's meaning. Read More
- Posted: July 17, 2026 / Commercial Division Blog
Court Precludes Defendant From Using Documents It Failed To Produce During Discovery But Declines To Strike Affirmative Defense Or Impose Adverse Inference
On April 28, 2026, in Sasson v. Bridger Consulting Group, Inc., Index No. 654872/2024, Justice Melissa A. Crane granted in part and denied in part plaintiff's motion for a preclusion order and an adverse inference. Read More
- Posted: July 15, 2026 / Commercial Division Blog
Court Confirms JHO Report Recommending Protective Order, Rejecting Argument That Referee Exceeded Scope of Reference
On May 11, 2026, in Morgan v. St Mark's World Acquisition LLC, Index No. 651186/2021, Justice Andrea Masley denied plaintiff's motion to reject a Judicial Hearing Officer's report and recommendation and confirmed the report in its entirety. Read More
- Posted: July 13, 2026 / Commercial Division Blog
Court Grants Summary Judgment Dismissing Counterclaims Where Extrinsic Evidence Confirmed Earnout Could Not Fall Below Zero
On July 2, 2026, in Tromer v. PEAK6 Insurtech Holdings LLC, Index No. 653530/2023, Justice Andrew Borrok granted plaintiff's renewed motion for partial summary judgment dismissing two of defendant's counterclaims. Read More
- Posted: July 10, 2026 / Commercial Division Blog
Court Denies Leave To Amend To Add RICO Claims, Finding Allegations Of Fraud And Breach Of Contract Cannot Be Recast As Racketeering
On May 11, 2026, in Jennie Enterprise, et al., v. Michael Shvo, et al., Index No. 653221/2024, Justice Andrea Masley denied plaintiffs’ motion for leave to file a second amended complaint adding causes of action for civil RICO violations, RICO conspiracy, fraudulent inducement, aiding and abetting fraudulent inducement, and breach of contract. Read More
- Posted: July 8, 2026 / Commercial Division Blog
Court Grants Reargument And Vacates Foreclosure Order, Holding That Deed In Lieu Of Foreclosure Must Be Treated As A Mortgage Under Real Property Law § 320
On June 13, 2026, in Shanghai Commercial Bank Ltd., et al., v. New Tent, LLC, et al., Index No. 850240/2024, Justice Andrea Masley granted defendants’ motion for reargument, vacated the court’s prior summary judgment order, and ruled that the deed in lieu of foreclosure executed under the parties’ Forbearance Agreement must be treated as a mortgage under Real Property Law (“RPL”) § 320, requiring plaintiffs to proceed by foreclosure and sale. Read More
- Posted: July 6, 2026 / Commercial Division Blog
Court Holds That Bank’s Threats To Withhold Funding And Commence Foreclosure Cannot Support Economic Duress To Invalidate Forbearance Agreement
On May 21, 2026, in New Tent, LLC, et al, v. Shanghai Commercial Bank Ltd., et al., Index No. 659251/2024, Justice Andrea Masley granted banks’ motions to dismiss claims that their threats to withhold funding and commence foreclosure created economic duress that should invalidate a forbearance agreement. Read More
- Posted: July 3, 2026 / Commercial Division Blog
Civil Contempt For Spouse Who Failed To Comply With Post-Judgment Subpoena
On May 11, 2026, Justice Andrew Borrok of the New York County Commercial Division granted a motion to hold the wife of a judgment debtor in contempt. The case is Hamway v. Sutton, Index No. 164541/2025. Read More
- Posted: July 1, 2026 / Commercial Division Blog
Alternate Service Allowed Upon Foreign Corporation
On May 9, 2026, Justice Andrea Masley of the New York County Commercial Division granted a motion for leave to effect alternate service under the Foreign Sovereign Immunities Act (“FSIA”, 28 U.S.C. §1608(b)(3)(C)). The case is Phillips Petroleum Company Venezuela Limited v. Petroleos De Venezuela, S.A., Index No. 659128/2025. Read More
- Posted: June 29, 2026 / Commercial Division Blog
Motions In Limine: Where Party Had Declined To Disclose Consultation With Counsel, Trial Testimony Precluded; Motions To Exclude Expert Witnesses Denied
On April 27, 2026, Justice Melissa A. Crane of the New York County Commercial Division decided a series of pre-trial motions in limine that had been argued on March 11, 2026. The case is Life Insurance Fund Elite, LLC v. Hamburg Commercial Bank AG, Index No. 153100/2023. Read More
- Posted: June 22, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Ian Weiss, Channing J. Turner, Thomas A. KissaneCourt Grants Leave To Implead Under Pre-2026 Version Of CPLR 1007 Because Action Was Commenced Before Amendment Was Enacted
On June 5, 2026, in LAM Group v. Anthony T. Rinaldi LLC, Index No. 650465/2022, Justice Robert R. Reed of the New York County Commercial Division granted a defendant leave to file a third-party complaint, holding that the 2026 amendment to CPLR 1007 did not govern the application. Read More
- Posted: June 19, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Channing J. Turner, Ian Weiss, Thomas A. KissaneCourt Grants Summary Judgment To Aviation Insurers Because War Perils Exclusion Bars Coverage For Aircraft Stranded In Russia
On May 13, 2026, in Aircastle Ltd. v. Chubb European Group S.E., Index No. 654131/2022, Justice Joel M. Cohen granted defendants' motions for summary judgment. Read More
- Posted: June 17, 2026 / Commercial Division Blog
Written by: Channing J. Turner, Samuel L. Butt, Ian Weiss, Thomas A. KissaneCourt Awards Attorneys’ Fees After Plaintiff Maintained Claims Following Dismissal Of Identical Claims In Related Action
On June 3, 2026, in Cortlandt St. Recovery Corp. v. TPG Capital Mgt., L.P., Index No. 651176/2017, Justice Robert R. Reed granted defendant Apax Partners, L.P.’s motion for sanctions in the form of attorneys’ fees. Read More
- Posted: June 15, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Thomas A. Kissane, Channing J. Turner, Ian WeissCourt Finds CEO And Spouse Committed Fraud And Breached Fiduciary Duties In Scheme To Transfer Company Assets
On May 11, 2026, in Paley v. Curious Holdings, LLC, Index No. 162520/2015, Justice Andrew Borrok issued a decision after a 14-day bench trial finding defendants liable for fraud, breach of fiduciary duty, and aiding and abetting breach of fiduciary duty. Read More
- Posted: June 12, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Channing J. Turner, Ian Weiss, Thomas A. KissaneCourt Denies Pre-Judgment Attachment Against Foreign Bank Because Plaintiff Failed To Show Identifiable Risk That Judgment Would Not Be Paid
On April 17, 2026, in Olam Global Agri Pte. Ltd. v. Social Islami Bank Ltd., Index No. 652242/2026, Justice Melissa A. Crane of the New York County Commercial Division denied plaintiff’s ex parte motion for a pre-judgment attachment of defendant’s New York correspondent bank accounts. Read More
- Posted: June 10, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Channing J. Turner, Ian Weiss, Thomas A. KissaneCourt Grants Summary Judgment In Lieu Of Complaint Where Borrower Failed To Pay Origination Fees Required To Trigger Maturity Date Extensions
On April 10, 2026, in I.B.I Volcano Investments LLC v. Apex South Creek IB, LLC, Index No. 655364/2025, Justice Melissa A. Crane of the New York County Commercial Division granted plaintiffs’ motion for summary judgment in lieu of complaint. Read More
- Posted: June 5, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Thomas A. Kissane, Ian Weiss, Channing J. TurnerIn Earn-Out Dispute, Court Allows Amendment to Add Good Faith, Successor, and Unjust Enrichment Claims, but Rejects Fraud Claims
On April 15, 2026, Justice Andrea Masley of the New York County Commercial Division granted plaintiff leave to amend its complaint to assert a claim for breach of the implied contractual covenant of good faith and fair dealing, to add a new defendant as successor to an existing defendant, and to expand on its claims for unjust enrichment, while denying leave to seek rescission based on fraudulent inducement. The case is Triangle General Agency v. Amtrust Agriculture Insurance, Index No. 656839/2022. Read More
- Posted: June 3, 2026 / Commercial Division Blog
Written by: Ian Weiss, Samuel L. Butt, Thomas A. Kissane, Channing J. TurnerAlternative Service Allowed Upon Foreign Corporation Where Statutory Service Is Impracticable
On April 17, 2026, Justice Joel M. Cohen of the New York County Commercial Division granted a motion to permit alternative service upon an out-of-state corporation. The case is Agile Capital Funding LLC v. Solar4america Technology Inc., Index No. 654061/2025. Read More
- Posted: June 1, 2026 / Commercial Division Blog
Written by: Channing J. Turner, Thomas A. Kissane, Samuel L. Butt, Ian WeissCourt Denies Leave To Add Impossibility And Mutual Mistake Defenses Where Contract Addressed The Contingency
On April 14, 2026, Justice Melissa A. Crane of the New York County Commercial Division denied defendant’s motion to amend its answer to assert new defenses. The case is Jefferies LLC v. Rubicon Technologies, Inc., Index No. 654165/2024. Read More
- Posted: May 29, 2026 / Commercial Division Blog
Written by: Samuel L. Butt, Ian Weiss, Thomas A. Kissane, Channing J. TurnerCourt Holds Percentage-Based Attorneys’ Fees Stacked Across Merchant Cash Advance Agreement And Settlement Stipulation Unconscionable
On May 5, 2026, in Samson MCA LLC v. DI Construction. LLC, Index No. E2024019427, Justice Daniel J. Doyle denied plaintiff’s motion under CPLR 3215(i) for entry of a default judgment and refused to enforce the parties’ stipulation of settlement. Plaintiff, a merchant cash advance funder, had purchased defendants’ future receivables under an agreement providing for attorneys’ fees calculated at 30% of the unremitted purchased amount. After defendants allegedly defaulted, the parties entered into a stipulation of settlement that incorporated those fees into the settlement balance and separately provided for an additional 25% in attorneys’ fees on the unpaid indebtedness in the event of a further default. The Court held that the stacked percentage-based attorneys’ fees provisions in both the underlying agreement and the settlement stipulation were procedurally and substantively unconscionable, and refused to enforce them. In denying the motion, the Court explained: Read More
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