Commercial Division Blog: Current Developments in the Commercial Divisions of the New York State Courts

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

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

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

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

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

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

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

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

On March 24, 2026, Justice Andrew Borrok rejected defendant’s attempt to create a material issue of fact by reference to a dispute about the calculation of interest, where that subject was addressed in the parties’ contract. The case is Big Bus Tours Limited v. Twin America, LLC, Index No. 654028/2025. Read More

On March 10, 2026, Justice Melissa A. Crane granted summary judgment on a settlement agreement under CPLR 3213. The case is G.O.C. Investments Companies Inc. v. BSD Tree, Inc., Index No. 656001/2025. Read More

On March 31, 2026, in Guggenheim Securities, LLC v. Falcon’s Beyond Global, LLC, et al., Index No. 651585/2024, Justice Melissa A. Crane granted in part and denied in part dueling motions for summary judgment. The court dismissed the defendant’s counterclaims against its financial advisor for fraud, breach of fiduciary duty, and equitable rescission, but denied both parties’ motions for summary judgment on their breach of contract claims. The Court explained: Read More

On March 2, 2026, Justice Andrew Borrok granted a preliminary injunction enforcing non-compete and non-solicitation restrictive covenants in plaintiff’s operating agreement against a member, Shravan Reddy, and his co-defendant company, AplihsMD. The case is Excelusmle Review LLC v. Reddy, Shravan, Index No. 654449/2025. Read More

On January 13, 2026, Justice Andrea Masley denied summary judgment to defendants asserting ratification and estoppel defenses against claims for breach of contract in connection with collateralized debt obligations (CDOs) based on a broad no-waiver provision in an agreement. In CWCapital Cobalt VR Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018, the issuer plaintiff asserted claims for breach of contract, among others, against the manager and servicer of the CDOs. In response, the defendants sought to dismiss the case based on the fact that they had managed the CDOs the same way for a decade before the action without complaint from the plaintiff and that an officer of the plaintiff had certified annually that no defaults were found. The Court rejected these facts as a basis for ratification and estoppel. It explained: Read More

On January 9, 2026, Justice Andrea Masley denied a motion brought by a company against its former president seeking summary judgment for breach of an employment agreement that contained confidentiality clauses despite evidence that the ex-president had passed lists of accounts and “clients/prospects” to potential new employers. In Frosch International Travel, Inc. v. Michel Botbol, Index No. 653071, the Court acknowledged several e-mails in which the ex-president passed lists of accounts and clients to two potential employers, and it noted that the lists did appear to contain at least some of the company’s customers. However, the Court found that questions of material fact still existed as to whether the information in the lists was truly confidential company information. It explained: Read More

On February 5, 2026, Justice Joel M. Cohen issued a decision after non-jury trial that found, among other things, that an executive’s “effective abandonment” of his responsibilities to the company breached an employment agreement and gave rise to an “independent faithless servant defense” that precluded him from recovering equity grants. In Thomas O’Connor, et al., v. Society Pass Incorporated, Index No. 656938/2019, the plaintiff entered into an employment agreement to serve as Chief Marketing Officer, a role that included responsibility for securing additional investments and clients for the company. After falling out with the company’s then-CEO, plaintiff took unauthorized, months-long vacations and disparaged the CEO to potential investors. Read More

On November 24, 2025, Justice Andrew Borrok sustained plaintiff’s claim for breach of contract, while dismissing its claim for quantum meruit as duplicative. The case is Torreya Partners LLC v. Sandoz Inc., Index No. 653040/2025. Read More

On November 21, 2025, Justice Andrew Borrok granted a plaintiff lender summary judgment, finding that defendant failed to raise any triable issue concerning its obligations under certain promissory notes. The case is Mendon Ventures Banktech Fund I LP v. Equitus Corporation, Index No. 654629/2024. Read More

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. Read More

On October 3, 2025, in Phillips Auctioneers LLC v. Mimran, Index No. 653994/2025, Justice Melissa A. Crane granted plaintiff’s motion for summary judgment in lieu of complaint. Plaintiff and defendant entered into a third-party guarantee pertaining to a Jackson Pollock work pursuant to which defendant was required to purchase the work for $14.5 million if certain conditions of sale were not met.. The conditions of sale were not met and Mimran failed to pay for the work. The Court explained: Read More

On September 10, 2025, Justice Andrea Masley granted summary judgment to the plaintiff landlord on liability, and awarded attorneys’ fees under a lease, while granting summary judgment to defendant tenants to the extent of striking the landlord’s claim for consequential damages. The case is 1101-43 Ave Acquisition LLC v. Sonder Hospitality USA Inc., Index No. 653840/2020. Read More