Posts Categorized: Contracts

Posted: April 14, 2021

Incidental Beneficiaries Cannot Bring Third-Party Beneficiary Claims

On April 1, 2021, the First Department issued a decision in Levin v. Salvini, 2021 NY Slip Op. 02074, holding that incidental beneficiaries to a contract cannot bring third-party beneficiary claims, explaining: Plaintiffs argue that Levin Brazil/Argentina’s claims arise under the Agreement because they are third-party beneficiaries of its noncompete clause. However, the Contributors Agreement... Read more »

Posted: March 31, 2021

Plaintiff May Not Terminate Contract Without Observing Contract’s Termination Procedures

On February 28, 2021, Justice Sherwood of the New York County Commercial Division issued a decision in M&C N.Y. (Times Sq.), LLC v. Accor Mgt. US Inc., 2021 NY Slip Op. 30711(U), holding that a party could not terminate a contract without observing the contract’s termination procedures, explaining: Defendant’s motion to dismiss pursuant to CPLR... Read more »

Posted: March 22, 2021

Court Rejects Lack of Consideration Defense

On February 24, 2021, Justice Cohen of the New York County Commercial Division issued a decision in Lexon Ins. Co. v. Sanare Energy Partners, LLC, 2021 NY Slip Op. 30692(U), rejecting a lack of consideration defense, explaining: Clarke asserts that Lexon provided no consideration to them. On this argument, the evidentiary burden falls on Defendants:... Read more »

Posted: March 16, 2021

That LLC Was Not Formed When it Was Assigned Note Did Not Cause it to Lack Standing to Enforce Note

On March 10, 2021, the Second Department issued a decision in Torto Note Member, LLC v. Babad, 2021 NY Slip Op. 01438, holding that even though an LLC was not formed when it was assigned a note, the LLC had standing to sue on the note, explaining: The appellants also failed to raise a triable... Read more »

Posted: March 3, 2021

Party That Contracted With Non-Existent Company Cannot Avoid Obligations Under the Contract to the Persons Who Signed it

On February 24, 2021, the Second Department issued a decision in Sutton v. Houllou, 2021 NY Slip Op. 08211, holding that a party that contracted with a non-existent company cannot avoid its obligations under the contract to the persons who signed it on behalf of the non-existent company, explaining: As a general rule, a person... Read more »

Posted: February 28, 2021

Exchange of E-Mails Insufficient to Create Contract, but Could Serve as Basis of Unjust Enrichment Claim

On February 18, 2021, the First Department issued a decision in Sonenshine Partners, LLC v. Duravant LLC, 2021 NY Slip Op. 01135, holding that an exchange of e-mails was insufficient to create a contract, but could serve as the basis of an unjust enrichment claim, explaining: Regarding SP’s breach of contract claim, the relevant provision... Read more »

Posted: February 20, 2021

State AG Can Bring Breach of Contract Claim Against Investment Advisor Under Parens Patriae

On February 4, 2021, Justice Ostrager of the New York County Commercial Division issued a decision in People v. Allen, 2021 NY Slip Op. 30334(U), holding that the state Attorney General can bring a breach of contract claim against an investment advisor, explaining: [D]efendants argue that their alleged conduct at most constitutes a breach of... Read more »

Posted: January 25, 2021

Contract’s Requirement That Party Accept “Reasonable” Purchase Offers Enforceable

On January 13, 2021, the Second Department issued a decision in LMEG Wireless, LLC v. Farro, 2021 NY Slip Op. 00164, holding that a contract’s requirement that a party accept “reasonable” purchase offers was enforceable, explaining: Here, the first three causes of action alleged that the defendant committed breach of contract as to each plaintiff... Read more »