On February 4, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Fosshage v. Mitta Water Holdings, LLC, 2020 NY Slip Op. 30296(U), dismissing a 3211(a)(1) motion based on e-mails, explaining: The Stockholder defendants argue that the complaint should be dismissed based upon unambiguous email evidence. According to the Stockholder... Read more »
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Commercial Division Blog
Posts Categorized: Commercial
Plaintiff Sufficiently Alleges Jurisdiction Over Foreign Defendant That Did Not Travel to New York
On January 6, 2020, Justice Schecter of the New York County Commercial Division issued a decision in My Size, Inc. v. North Empire LLC, 2020 NY Slip Op. 30276(U), holding that a plaintiff had sufficiently alleged jurisdiction over a defendant that had not traveled to New York, explaining: While conceding that this court lacks general... Read more »
Court Vacates Late-Filed Notice of Discontinuance
On January 24, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Street Line, Inc. v. Capital Logistics & Warehousing Group, Inc. , 2020 NY Slip Op. 30330(U), vacating a late-filed notice of discontinuance, explaining: A notice of discontinuance must be timely filed pursuant to CPLR § 3217 (a) (1),... Read more »
Third-Party Assessment of Product’s Quality Provided by Contract Binding Even Where Assessment Do Not Cover All Quality Requirements
On February 3, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Curacao Oil N.V. v. Trafigura Pte. Ltd., 2020 NY Slip Op. 30254(U), holding that a contract provision providing for a third-party’s binding assessment of the quality of a product was binding even where that assessment did not cover... Read more »
LLC’s Managing Members Owed Fiduciary Duties to Non-Managing Member
On January 3, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in Zunzurovski v. Bukefal LLC, 2020 NY Slip Op. 30264(U), holding that an LLC’s managing members had fiduciary duties to its non-managing member, explaining: To assert a claim for breach of fiduciary duty, a plaintiff must allege that (1)... Read more »
Veil Piercing Claim Against Parent Fails Because Plaintiff Was Aware of Subsidiary’s Financial Condition
On January 22, 2020, Justice Borrok of the New York County Commercial Division issued a decision in 165 E. 72nd Apt. Corp. v. Invite Health Stores, Inc., 2020 NY Slip Op. 30266(U), dismissing veil-piercing claims because the plaintiff knew of the defendant subsidiary’s financial condition, explaining: For its remaining claims, the Landlord seeks to pierce... Read more »
Defendant Liable for Breach of Term Sheet’s Obligation to Negotiate Lease in Good Faith
On January 6, 2020, Justice Schecter of the New York County Commercial Division issued a decision in DOLP 1133 Props. II LLC v. Amazon Corporate, LLC, 2020 NY Slip Op. 30274(U), holding that a defendant was liable for breach of a term sheet’s obligation to negotiate a final agreement in good faith, explaining: This case... Read more »
Deceased Partner’s Estate Does Not Have Standing to Seek Limited Partnership’s Dissolution
On February 5, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Weinstein v RAS Prop. Mgt. LLC, 2020 NY Slip Op. 20028, holding that a deceased partner’s estate did not have standing to seek the partnership’s dissolution, explaining: In support of their position, the respondents rely on Salter v... Read more »
Court Declines to Apply Tax Estoppel on Summary Judgment
On January 28, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Shyer v. Shyer, 2020 NY Slip Op. 30252(U), declining to apply the doctrine of tax estoppel on summary judgment, explaining: Under the doctrine of tax estoppel, a party to litigation may not take a position contrary to a... Read more »
Abuse of Process Claim Cannot be Based on Initiation of a Lawsuit
On January 31, 2020, Justice Cohen of the New York County Commercial Division issued a decision in O’Keeffe’s Inc. v. 400 Times Sq. Assoc., LLC, 2020 NY Slip Op. 30208(U), holding that an abuse of process claim could not be based on filing a lawsuit, explaining: Plaintiff seeks dismissal of Defendants’ counterclaim for abuse of... Read more »