On March 17, 2020, Justice Cohen of the New York County Commercial Division issued a decision in McCormack Contr., Inc. v. Triton Constr. Co. LLC, 2020 NY Slip Op. 30815(U), holding that substantial completion of contractual duties can bar termination for breach, explaining: Under the doctrine of substantial performance, a party who has failed to... Read more »
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Posts Categorized: Contracts
Defendant Could Not Terminate Contractor Without Providing Contractually-Required Notice and Opportunity to Cure
On March 3, 2020, Justice Schecter of the New York County Commercial Division issued a decision in Five Star Contr. Cos. Inc. v. Board of Trustees of the Fashion Inst. of Tech., 2020 NY Slip Op. 30688(U), holding that a contractor could not be terminated without being provided the contractually-required notice and opportunity to cure,... Read more »
Voluntary Payment Doctrine Prevents Tenant From Recovering Overpayments to Landlord
On February 28, 2020, Justice Borrok of the New York County Commercial Division issued a decision in A&B Deli Inc. v 251 Sixth Ave., LLC, 2020 NY Slip Op. 30650(U), holding that the voluntary payment doctrine prevented a tenant from recovering overpayments to its landlord, explaining: The common-law voluntary payment doctrine bars recovery of payments... Read more »
No Cause of Action for Anticipatory Breach When Plaintiff Already is in Material Breach
On February 27, 2020, the First Department issued a decision in Rapson Invs. LLC v. 45 E. 22nd St. Prop. LLC, 2020 NY Slip Op. 01386, holding that a plaintiff has no cause of action for anticipatory breach when it already has materially breached the contract, explaining: Given that plaintiffs do not deny that they... Read more »
Merger Clause Defeats Fraudulent Inducement Claim
On February 6, 2020, Justice Schecter of the New York County Commercial Division issued a decision in Gottwald v. Sebert, 2020 NY Slip Op. 30347(U), holding that a merger clause defeated a fraudulent inducement claim, explaining: Kesha’s claim that she was fraudulently induced to enter into the KMI Agreement based on Gottwald’s promise to renegotiate... Read more »
Material Misrepresentation Justified Rescission of Agreement
On February 18, 2020, the First Department issued a decision in Sabby Healthcare Master Fund Ltd. v. Microbot Med. Inc., 2020 NY Slip Op. 01129, holding that material misrepresentations justified rescission of an agreement, explaining: The trial record indicates that plaintiffs, two affiliated private investment funds, rapidly negotiated the SPA essentially over the course of... Read more »
Plaintiff Not Entitled to Summary Judgment on Guaranty When it Could Not Be Authenticated by a Disinterested Witness
On February 13, 2020, the First Department issued a decision in Galpern v. Air Chefs, L.L.C., 2020 NY Slip Op. 01021, holding that a plaintiff was not entitled to summary judgment on a guaranty because it could not be authenticated by a disinterested witness, explaining: As for defendants’ arguments under the dead man’s statute, plaintiff... Read more »
Third-Party Assessment of Product’s Quality Provided by Contract Binding Even Where Assessment Do Not Cover All Quality Requirements
On February 3, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Curacao Oil N.V. v. Trafigura Pte. Ltd., 2020 NY Slip Op. 30254(U), holding that a contract provision providing for a third-party’s binding assessment of the quality of a product was binding even where that assessment did not cover... Read more »
Defendant Liable for Breach of Term Sheet’s Obligation to Negotiate Lease in Good Faith
On January 6, 2020, Justice Schecter of the New York County Commercial Division issued a decision in DOLP 1133 Props. II LLC v. Amazon Corporate, LLC, 2020 NY Slip Op. 30274(U), holding that a defendant was liable for breach of a term sheet’s obligation to negotiate a final agreement in good faith, explaining: This case... Read more »
Court Reinstates Claim for Tortious Interference with an At-Will Employment Contract
On February 7, 2020, the Fourth Department issued a decision in Conklin v. Laxen, 2020 NY Slip Op. 00958, reinstating a claim for tortious interference with an at-will employment contract, explaining: We agree with plaintiff that Supreme Court erred in granting the motion with respect to the tortious interference with employment cause of action against... Read more »