Blogs

Commercial Division Blog

Current Developments in the Commercial Divisions of the
New York State Courts by Schlam Stone & Dolan LLP

Posts Categorized: Commercial

Posted: January 31, 2014

Appellate Divisions Announce Differing Choice-of-Law Analyses for Insurance Claims

On January 28, 2014, the First Department issued a decision in Davis & Partners, LLC v. QBE Ins. Corp., 2014 NY Slip Op. 00449, discussing which state’s law governed a liability policy covering multi-state risks. Based on the “standard ‘grouping of contacts’ analysis,” the court found that New York law applied because [t]he contract between... Read more »

Posted: January 30, 2014

Court Allows Filing of Complaint Under Seal Along With Public Redacted Complaint

On January 23, 2014, Justice Bransten of the New York County Commercial Division issued a decision in Shareholder Representative v. Sandoz Inc., 2014 NY Slip Op. 30200(U), granting a motion to file a sealed complaint. This action arose out of the sale of a pharmaceutical company, which was developing a new drug, to the defendant.... Read more »

Posted: January 29, 2014

Board Did Not Have Fiduciary Duty to Maximize Shareholder Benefit in Merger Where There was No Change of Control or Break-up

On January 13, 2014, Justice Friedman of the New York County Commercial Division issued a decision in Badowski v. Carrao, 2014 NY Slip Op. 50042(U), dismissing breach of fiduciary claims relating to a merger. In Badowski, the class action plaintiff alleged that the individual defendants, the former directors and officers of Vertro, Inc. (Vertro), breached their... Read more »

Posted: January 28, 2014

Judicial Estoppel Does Not Apply When the Argument Made Does Not Lead to a Judgment

On January 23, 2014, the First Department issued a decision in Wells Fargo Bank N.A. v. Webster Business Credit Corp., 2014 NY Slip Op 00412, explaining the scope of the doctrine of judicial estoppel. In Wells Fargo Bank, the trial court dismissed the defendant’s claim for “indemnification from plaintiffs for attorneys’ fees incurred in” defending the... Read more »

Posted: January 27, 2014

Ties to New York Bank Found Insufficient to Create General Jurisdiction

On January 14, 2014, Justice Kapnick of the New York County Commercial Division issued a decision in Industrias De Papel R. Remenzoni S.A. v. Banco De Investimentos Credit Suisse (Brasil) S.A., 2014 NY Slip Op. 30074(U), addressing a variety of jurisdictional and forum non conveniens arguments on a motion to dismiss. In Industrias De Papel, the plaintiff, a Brazilian... Read more »

Posted: January 25, 2014

Countersigned Letter is an Enforceable Contract Even Though Parties Contemplated Later Execution of a Formal Agreement

On January 16, 2014, Justice Bransten of the New York County Commercial Division issued a decision in Noryb Ventures v. Mankovsky, 2014 NY Slip Op. 30087(U), finding a countersigned letter to be an enforceable contract notwithstanding that it explicitly envisioned a later, more formal, agreement. In Noryb Ventures, the court denied the defendants’ motion for summary judgment on... Read more »

Posted: January 24, 2014

Arbitral Award Confirmed Because it Was Not Irrational

On January 23, 2014, the First Department issued a decision in Ingham v. Thompson, 2014 NY Slip Op. 00436, reversing a trial court order rejecting an arbitral award. The First Department made clear the deferential standard by which a court should review an arbitral award, explaining: Respondents’ arguments that plaintiff should have been disqualified from maintaining the arbitration... Read more »

Posted: January 23, 2014

Director Breaches Fiducary Duty in Selling Corporate Shares to Himself

On December 24, 2013, Justice Whelan of the Suffolk County Commercial Division issued a decision in KNET, Inc. v. Ruocco, 2013 NY Slip Op. 33543(U), addressing the propriety of a director’s sale of additional shares to himself. In KNET, Inc., the court addressed a number of issues, including whether a corporate director breached his fiduciary... Read more »

Posted: January 22, 2014

Law of the Case Doctrine Bars Evidence on Issue Decided in Earlier Appeal

On January 21, 2014, the First Department issued a decision in Gliklad v. Cherney, 2014 NY Slip Op. 00310, affirming the striking of an affirmative defense based on the law of the case doctrine. “In a prior appeal,” the First Department held “that the promissory note” at issue in Gliklad “contained a clause selecting New York as the... Read more »