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March 6, 2024
Objections to Earnout Statement in Attorney Letter Satisfied "Reasonable Detail" Requirement
On February 9, 2024, Justice Andrew Borrok of the New York County Commercial Division issued a decision in Tromer v. PEAK6 Insurtech Holdings LLC, Index No. 653530/2023, denying summary judgment to counterclaim plaintiff on the ground that, contrary to its argument and in accordance with the parties' unit purchase agreement, counterclaim defendant had "specif[ied] in reasonable detail" its objections to the amounts set forth in counterclaim plaintiff's earnout statement, explaining: Read More
February 7, 2024
RMBS Trustee's Failure to Provide Timely Notice of Breach of Representations and Warranties Constituted Failure to Satisfy Condition Precedent to Defendants' Repurchase Obligation
On December 30, 2023, Justice Joel M. Cohen of the New York County Commercial Division issued a decision in U.S. Bank, N.A., v. DLJ Mortgage Capital, Inc., et al., Index No. 653140/2015, dismissing claims, brought by the trustee of an RMBS trust, alleging that defendants failed to repurchase loans in the trust following the trustee's provision of notice of breaches of representations and warranties concerning loans in the trust, explaining: Read More
June 30, 2023
Strict, Rather than Substantial, Compliance With Notice-of-Claim Procedures in Public-Works Contract Required
On May 31, 2023, Justice Melissa Crane issued a decision in WDF, Inc. v. Dormitory Authority of the State of New York, 2023 NY Slip Op 31870(U), holding that a contractor's strict, rather than substantial, compliance with conditions precedent to payment for extra work in a public-works contract was required, explaining: Read More
June 23, 2023
Court Dismisses Claims That Parties Entered Into Partnership
In an Opinion, dated May 24, 2023, in Offshore Exploration & Prod., LLC v. De Jong Capital, LLC., 2023 NY Slip Op 50502(U), Justice Robert R. Reed granted defendant’s motion to dismiss the plaintiff’s causes of action for: (1) a declaratory judgment that the parties entered into a partnership; (2) breach of the partnership agreement; and (3) for breach of fiduciary duty that partners owe to each other. After determining that Texas law applied based on having more contacts with the action that New York, the Court explained: Read More
April 12, 2023
Motion to Compel Arbitration Denied Despite Reference to Arbitration in Forum Selection Clause
On March 28, 2023, Justice Joel M. Cohen of the New York County Commercial Division issued a decision in FFS Data Corp. v. the OLB Group, Inc., 2023 N.Y. Misc. LEXIS 1377. The Court denied the defendant’s motion to compel arbitration based on a dispute resolution provision contained in an asset purchase agreement between the parties. The Court noted that the provision in question “is a marvel of linguistic misdirection”, but ultimately determined that the defendant “has not carried its burden of establishing that the parties had a clear, explicit and unequivocal agreement mandating that they arbitrate disputes arising out of the APA.” The Court explained: Read More
