On July 27, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Babani v. Royal Chain, Inc., 2020 NY Slip Op. 32468(U), holding that the statute of frauds does not bar a claim based on an alleged oral partnership agreement, explaining: Pursuant to General Obligations Law § 5-701(a)(1), an agreement... Read more »
Blogs
Posts Categorized: Contracts
Indenture Did Not Permit Trustee to Sue to Protect Investor’s Rights Until There was an Event of Default
On July 16, 2020, Justice Schecter of the New York County Commercial Division issued a decision in UMB Bank, N.A. v. Neiman Marcus Group, Inc., 2020 NY Slip Op. 20170, holding that an indenture did not permit a trustee to sue to protect investor’s rights until there was an event of default, explaining: Whether the... Read more »
Specific Representations and Warranties Control Over General “As Is” Clause
On June 12, 2020, Justice Friedman of the New York County Commercial Division issued a decision in Valero Refining-Meraux LLC v Murphy Oil Corp., 2020 NY Slip Op. 31835(U), holding that specific representations and warranties control over a general “as is” clause, explaining: As a threshold matter, the court rejects defendant’s contention that the action... Read more »
Plaintiff States Claim for Breach of Obligation to Negotiate in Good Faith
On April 21, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Sonenshine Partners LLC v. Duravant LLC, 2020 NY Slip Op. 31574(U), holding that a plaintiff had stated a claim for breach of an obligation to negotiate in good faith, explaining: To state a viable claim for breach of... Read more »
Statute of Frauds Bars Claims Based on Alleged Oral 99-Year Lease
On May 13, 2020, the Second Department issued a decision in Roman Catholic Church of the Epiphany v. City of New York, 2020 NY Slip Op. 02818, holding that the statute of frauds barred claims based on an alleged oral 99-year lease, explaining: The statute of frauds prohibits, inter alia, the lease of real property... Read more »
Non-Recruitment Provision Reasonable, and Thus Enforceable
On April 19, 2020, Justice Masley of the New York County Commercial Division issued a decision in First Am. Fin. Corp. v. Verisk Analytics, Inc., 2020 NY Slip Op. 31288(U), holding that a non-recruitment provision in an agreement to sell a business was reasonable, and thus enforceable, explaining: Plaintiffs also argue that they are entitled... Read more »
Liquidated Damages Provision Eliminates Need for Plaintiff to Mitigate Damages
On April 24, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in Gorelick v. Cushman & Wakefield, Inc., 2020 NY Slip Op. 31298(U), holding that a liquidated damages clause eliminates the need for the plaintiff to mitigate its damages, explaining: Plaintiff moves to dismiss the Third Affirmative Defense, which alleges... Read more »
Account Stated Claim Dismissed As Duplicative of Breach of Contract Claim
On May 6, 2020, Justice Ostrager of the New York County Commercial Division issued a decision in St. George Outlet Dev., LLC v. Casino Mech. Corp., 2020 NY Slip Op. 50516(U), dismissing an account stated claim because it was duplicative of a breach of contract claim, explaining: Plaintiffs first seek to dismiss the Second Counterclaim,... Read more »
Fact Questions Precluded Summary Judgment for Defendant Based on No Damages for Delay Clause
On April 30, 2020, the Third Department issued a decision in Framan Mech., Inc. v. State Univ. Constr. Fund, 2020 NY Slip Op. 02510, holding that questions of fact precluded summary judgment for the defendant based on a no damages for delay clause, explaining: With regard to delay damages, a contract clause that bars a... Read more »
Landlord’s Acceptance of Rent from Entity Other Than Lessee Did Not Waive Lease’s Non-Assignment Provisions
On May 6, 2020, the Second Department issued a decision in VRA Family L.P. v. Salon Mgt. USA, LLC, 2020 NY Slip Op. 02639, holding that a landlord’s acceptance of rent from an entity other than the lessee did not waive the lease’s non-assignment provisions, explaining: [D]efendants failed to raise a triable issue of fact... Read more »