On December 22, 2020, Justice Schecter of the New York County Commercial Division issued a decision in D.E. Shaw Composite Holdings, L.L.C. v. Terraform Power, LLC, 2020 NY Slip Op. 34294(U), dismissing a claim for mutual mistake, explaining: The premise underlying the doctrine of mutual mistake is that the agreement as expressed, in some material... Read more »
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Posts Categorized: Contracts
Gross Negligence Claims Cannot Overcome Sole Remedy Clause
On December 22, 2020, the Court of Appeals issued a decision in Matter of Part 60 Put-Back Litig., 2020 NY Slip Op. 07687, holding that gross negligence claims could not overcome the damages limitations in a sole remedy clause, explaining: In New York, contractual exculpatory clauses intended to insulate a party from liability for its... Read more »
Prevention Doctrine Bars Defendant’s Reliance on its Own Failure to Perform
On December 22, 2020, the First Department issued a decision in Vector Media, LLC v. Golden Touch Transp. of NY, Inc., 2020 NY Slip Op. 07733, holding that the prevention doctrine barred a defendant from relying on the failure of a contract condition it caused, explaining: If a promisor himself is the cause of the... Read more »
Breach of Fiduciary Duty Claim Must Be Dismissed Where Duplicative of Breach of Contract Claim
On December 2, 2020, Justice Platkin of the Albany County Commercial Division issued a decision in Rockmore v. Plastic Surgery Assoc., LLP, 2020 NY Slip Op. 51461(U), dismissing a breach of fiduciary duty claim as duplicative of a breach of contract claim because it was based on the breach of contractual. In Rockmore, Defendants were... Read more »
Breach of Contract Claim Barred by Contract Provision Making Third-Party Quality Assessment Binding
On December 1, 2020, the First Department issued a decision in Curacao Oil N.V. v. Trafigura Pte. Ltd., 2020 NY Slip Op. 07130, holding that a breach of contract claim was barred by a contract provision providing for a third-party to assess compliance with the contract’s quality standards, explaining: The motion court properly dismissed the... Read more »
Notice Provisions Not Strictly-Enforced When Counterparty Receives Actual Notice and is Not Prejudiced
On October 14, 2020, Justice Livote of the Queens County Commercial Division issued a decision in Golden Bridge Realty LLC v. 72nd Rd. Holdings LLC, 2020 NY Slip Op. 33939(U), holding that contractual notice provisions are not strictly enforced when the counterparty has actual notice and is not prejudiced, explaining: The first cause of action... Read more »
Liquidated Damages Clause Found to be Unenforceable Penalty
On November 24, 2020, the Court of Appeals issued a decision in Trustees of Columbia Univ. in the City of N.Y. v. D’Agostino Supermarkets, Inc., 2020 NY Slip Op. 06937, finding a liquidated damages clause to be an unenforceable penalty, explaining: In accordance with the parties’ commercial tenancy, in the event of a breach, plaintiff... Read more »
Integration Clause Bars Claim Based on Alleged Pre-Signing Promises
On November 17, 2020, the First Department issued a decision in Cambridge Invs. LLC v. Prophecy Asset Mgt., LP, 2020 NY Slip Op. 06703, holding that an integration clause barred a claim based on pre-signing promises, explaining: Plaintiff’s second cause of action (breach of the implied covenant of good faith and fair dealing) depends on... Read more »
Admission to Existence and Essential Terms of Oral Agreement Defeats Statute of Frauds
On November 17, 2020, the First Department issued a decision in CAS Mkt’ing & Licensing Co. v. Jay Franco & Sons, Inc., 2020 NY Slip Op. 06704, holding that admissions to the existence and terms of an oral contract defeated the Statute of Frauds, explaining: [D]efendant’s argument that the parties’ contract is unenforceable under the... Read more »
Settlement Agreement Involving the Sale of Real Property Unenforceable Under Statute of Frauds
On November 12, 2020, the Second Department issued a decision in Ehrenreich v. Israel, 2020 NY Slip Op. 06499, holding that a settlement agreement requiring the sale of real property was unenforceable under the Statute of Frauds, explaining: We agree with the defendants that the causes of action in the complaint, all of which are... Read more »