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Posts Categorized: Contracts

Posted: July 23, 2020

Indenture Did Not Permit Trustee to Sue to Protect Investor’s Rights Until There was an Event of Default

On July 16, 2020, Justice Schecter of the New York County Commercial Division issued a decision in UMB Bank, N.A. v. Neiman Marcus Group, Inc., 2020 NY Slip Op. 20170, holding that an indenture did not permit a trustee to sue to protect investor’s rights until there was an event of default, explaining: Whether the... Read more »

Posted: July 3, 2020

Specific Representations and Warranties Control Over General “As Is” Clause

On June 12, 2020, Justice Friedman of the New York County Commercial Division issued a decision in Valero Refining-Meraux LLC v Murphy Oil Corp., 2020 NY Slip Op. 31835(U), holding that specific representations and warranties control over a general “as is” clause, explaining: As a threshold matter, the court rejects defendant’s contention that the action... Read more »

Posted: June 1, 2020

Non-Recruitment Provision Reasonable, and Thus Enforceable

On April 19, 2020, Justice Masley of the New York County Commercial Division issued a decision in First Am. Fin. Corp. v. Verisk Analytics, Inc., 2020 NY Slip Op. 31288(U), holding that a non-recruitment provision in an agreement to sell a business was reasonable, and thus enforceable, explaining: Plaintiffs also argue that they are entitled... Read more »

Posted: May 29, 2020

Liquidated Damages Provision Eliminates Need for Plaintiff to Mitigate Damages

On April 24, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in Gorelick v. Cushman & Wakefield, Inc., 2020 NY Slip Op. 31298(U), holding that a liquidated damages clause eliminates the need for the plaintiff to mitigate its damages, explaining: Plaintiff moves to dismiss the Third Affirmative Defense, which alleges... Read more »

Posted: May 10, 2020

Landlord’s Acceptance of Rent from Entity Other Than Lessee Did Not Waive Lease’s Non-Assignment Provisions

On May 6, 2020, the Second Department issued a decision in VRA Family L.P. v. Salon Mgt. USA, LLC, 2020 NY Slip Op. 02639, holding that a landlord’s acceptance of rent from an entity other than the lessee did not waive the lease’s non-assignment provisions, explaining: [D]efendants failed to raise a triable issue of fact... Read more »