On January 10, 2019, Justice Ash of the Kings County Commercial Division issued a decision in Kliban v. Vishnev, 2019 NY Slip Op. 30150(U), imposing a constructive trust over the proceeds of a fraud, explaining: With regards to Plaintiffs claim for a constructive trust against Susanna, Atlantic Ocean, Kogan, and AGVD for the monies paid to them... Read more »
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Commercial Division Blog
Posts Categorized: Commercial
Party That Benefited from Agreement With Arbitration Provision Bound by That Provision
On January 18, 2019, Justice Schecter of the New York County Commercial Division issued a decision in Petrides & Co. LLC v. Yorktown Partners LLC, 2019 NY Slip Op. 30157(U), holding that a party that benefits from a contract iwth an arbitration provision was bound by that provision even though he did not sign the contract,... Read more »
Transcripts and Videos of Arguments in the Court of Appeals for January 2019 Now Available
On December 28, 2018, we noted a case of interest from the oral arguments before the Court of Appeals in January 2019: Arrowhead Capital Finance, Ltd. v. Cheyne Specialty Finance Fund L.P. et al., APL-2018-00005 (argued Wednesday, January 9, 2019) (“Attorney and Client–Unauthorized Practice of Law–Whether failure of plaintiff’s counsel to maintain an in-state office... Read more »
Party Waived Right to Arbitrate By Suing Rather Than Moving to Compel Arbitration
On January 11, 2019, Justice Schecter of the New York County Commercial Division issued a decision in OCS Dev. Group, LLC v. Midtown Four Stones LLC, 2019 NY Slip Op. 30129(U), holding that the right to arbitrate was waived by beginning a lawsuit rather than moving to compel arbitration, explaining: At the outset, there is no contractual... Read more »
Disrespectful and Disproportionate Treatment of Female Shareholder Oppression Justifying Dissolution Under BCL
On January 9, 2019, Justice Nowak of the Erie County Commercial Division issued a decision in Matter of Straka v. Arcara Zucarelli Lenda & Assoc. CPAs P.C., 2019 NY Slip Op. 29017, holding that disrespectful and disproportionate treatment of a female shareholder was oppression sufficient to justify a corporation’s dissolution, explaining: A minority shareholder may petition... Read more »
Undertaking Related to Injunction Released Because There Was No Finding That Plaintiff Was Not Entitled to Injunction
On January 16, 2019, the Second Department issued a decision in Candlewood Holdings, Inc. v. Valle, 2019 NY Slip Op. 00255, holding that an undertaking related to an injunction should have been released because there was no finding that the plaintiff was not entitled to the injunction, explaining: Before the Supreme Court directed the entry of... Read more »
New York Choice of Law Provision Enforceable Even Though Contract Not Connected to New York
On January 9, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision in ABB, Inc. v. Havtech, LLC, 2019 NY Slip Op. 30095(U), enforcing a New York choice of law provision even though the contract had no connection to New York, explaining: Havtech argues that the Agreement’s New York choice of law provision... Read more »
Shareholder Fails to Meet Standard for Corporate Dissolution
On January 10, 2019, Justice Friedman of the New York County Commercial Division issued a decision in Matter of Quazzo v. 9 Charlton St. Corp., 2019 NY Slip Op. 30098(U), holding that a shareholder had failed to meet the standard for corporate dissolution on summary judgment, explaining: Business Corporation Law § 1104-a (a) provides in pertinent... Read more »
Even Though Contract Gave the Defendant Discretion to Calculate Losses on Sale, it Was Required to Exercise That Discretion Reasonably
On January 17, 2019, the First Department issued a decision in Lehman Bros. Intl. (Europe)(in administration) v. AG Fin. Prods., Inc., 2019 NY Slip Op. 00364, holding that even though a contract gave the defendant the discretion to take certain acts, it had to exercise that discretion reasonably, explaining: Despite the discretion afforded to defendant under... Read more »
Appeal of Preliminary Injunction Moot Because Act Sought to be Enjoined Already Occurred
On January 17, 2019, the First Department issued a decision in AmBase Corp. v. Spruce Capital Partners LLC, 2019 NY Slip Op. 00352, holding that the appeal of the denial of a preliminary injunctyion was moot because the act sought to be enjoined already had occurred, explaining: Insofar as plaintiffs seek a preliminary injunction, that remedy... Read more »