On July 08, 2021, the First Department issued a decision in Matter of Philadelphia Ins. Indem. Co. v. Kendall, 2021 NY Slip Op. 04284, holding that an attorney’s standard e-mail signature block is sufficient to create a binding agreement, explaining: CPLR 2104, entitled “Stipulations,” reads in pertinent part: “An agreement between parties or their attorneys... Read more »
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Posts Categorized: Contracts
Offering Circular Cannot be Used to Help Interpret an Unambiguous Indenture
On June 28, 2021, Justice Reed of the New York County Commercial Division issued a decision in In the matter of U.S. Bank N.A., 2021 NY Slip Op. 50617(U), holding that an offering circular cannot be used to help interpret an unambiguous indenture, explaining: The court is not persuaded that the Offering Circular should be... Read more »
Allegations the Release Was Procured by Fraud Fail When the Alleged Fraud is the Fraud That is the Subject of the Release
On June 2, 2021, Justice Ostrager of the New York County Commercial Division issued a decision in Chadha v. Wahedna, 2021 NY Slip Op. 50509(U), holding that a fraud claim based on allegations that a release was procured by fraud fail when the alleged fraud is the fraud that was the subject of the release,... Read more »
Defendant Liable for Terminating Contract Without Observing Contract’s Notice and Cure Provision
On June 3, 2021, the First Department issued a decision in Alloy Advisory, LLC v. 503 W. 33rd St. Assoc., Inc., 2021 NY Slip Op. 03520, holding a defendant liable for terminating a contract without observing the contract’s notice and cure provision, explaining: The primary issue on appeal is whether defendants breached the agreement by... Read more »
Party to Agreement Not to Disclose Ongoing Negotiations Can Be Held Liable for Time and Money Spent on Negotiations
On May 18, 2021, the First Department issued a decision in Garda USA, Inc. v. Sun Capital Partners, Inc., 2021 NY Slip Op. 03146, holding that a party to an agreement not to disclose ongoing negotiations can be held liable for revealing those negotiations, explaining: In its complaint, plaintiff seeks the profits it lost by... Read more »
Broker Not Entitled to Commission Because it was not the Procuring Cause of the Sale
On May 20, 2021, the First Department issued a decision Capin & Assoc., Inc. v. Herskovitz, 2021 NY Slip Op. 03249, holding that a broker was not entitled to a commission because it was not the procuring cause of a sale, explaining: Plaintiff and defendants LLCs never entered into any explicit written or oral brokerage... Read more »
Unjust Enrichment and Breach of Contract Claims Not Duplicative When There is a Question of Fact Regarding the Existence of a Contract
On May 27, 2021, the First Department issued a decision in CIP GP 2018, LLC v. Koplewicz, 2021 NY Slip Op. 03370, holding that unjust enrichment and breach of contract claims are not duplicative when there is a question of fact regarding the existence of a contract, explaining: With respect to the unjust enrichment claim,... Read more »
The Parties’ Course of Dealing Called Into Question the Effect of a Release
On May 19, 2021, the Second Department issued a decision in United Airconditioning Corp. v. Axis Piping, Inc., 2021 NY Slip Op. 03210, holding that the parties’ course of dealing called into question the effect of a release, explaining: The Supreme Court found that the parties’ course of dealing suggests that amounts owed on the... Read more »
Fraud Claim Cannot be Based on Misrepresentations of an Intention to Perform a Contract
On May 13, 2021, the First Department issued a decision in 320 W. 115 Realty LLC v. All Bldg. Constr. Corp., 2021 NY Slip Op. 03107, holding that a fraud claim cannot be based on the misrepresentation of an intent to perform an agreement, explaining: In support of the fraudulent inducement claim, plaintiff’s main allegations... Read more »
Deficiencies in Notice and Demand to Cure Bar Eviction
On April 2, 2021, Justice Walker of the Erie County Commercial Division issued a decision in Ronald Benderson 1995 Trust v. Erie County Med. Ctr. Corp., 2021 NY Slip Op. 21133, holding that deficiencies in a notice and demand to cure barred a commercial eviction, explaining: On March 7, 2020, New York State Governor, Andrew... Read more »