On April 13, 2021, the First Department issued a decision in Matter of Part 60 RMBS Put – Back Litig., 2021 NY Slip Op. 02252, holding that a duty to notify deal parties of defective loans in an RMBS trust was a separate duty, not a condition precedent to the duty to cure defective loans,... Read more »
Blogs
Posts Categorized: Contracts
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 »
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 »
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 »
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 »
Acknowledgement of Debt Can Be Valid Even if it Contains Ambiguities
On March 4, 2021, the First Department issued a decision in Hawk Mtn. LLC v. RAM Capital Group LLC, 2021 NY Slip Op. 01349, holding that an acknowledgement of a debt can be valid even if it contains ambiguities, explaining: In opposition to defendant’s initial showing that the time in which to commence this action... Read more »
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 »
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 »
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 »
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 »