Posts Categorized: Contracts

Posted: February 10, 2020

Court Dismisses Declaratory Judgment Claim as Duplicative of Contract Claim

On January 7, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Cityside Archives LLC v. Greenspoon Marder LLP, 2020 NY Slip Op. 30154(U), dismissing a declaratory judgment claim as duplicative of the plaintiff’s breach of contract claim, explaining: Cityside seeks a declaration that Greenspoon Marder is bound by the... Read more »

Posted: February 4, 2020

Contract’s Definition of Term Controls, Not the Common Understanding of the Term’s Meaning

On January 28, 2020, the First Department issued a decision in Condor Capital Corp. v. CALS Invs., LLC, 2020 NY Slip Op. 00536, holding that a contract’s definition of a term controlled over the common understanding of the term, explaining: The parties’ contract defines MOIC Target as 115% of the Target. In turn, Target is... Read more »

Posted: February 1, 2020

Provision Limiting Liability for Breach of Contract Enforceable

On January 29, 2020, the Second Department issued a decision in Astoria Generating Co., LP v. Riley Power, Inc., 2020 NY Slip Op. 00560, enforcing a contracual limitation of liability provision, explaining: A clear contractual provision limiting damages is enforceable, unless there is a special relationship between the parties, there is a statutory prohibition against... Read more »

Posted: January 30, 2020

Statute of Frauds Does Not Apply to Oral Contract to Create a Joint Venture

On January 17, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Lentini v. William Capital Assoc., Inc., 2020 NY Slip Op. 30145(U), holding that the statute of frauds does not apply to an oral agreement to create a joint venture, explaining: Defendants have not conclusively established their defenses as... Read more »

Posted: January 25, 2020

Plaintiff Liable for Damages Resulting from Breach of Contractual Notice and Cure Provision

On January 13, 2020, Justice Emerson of the Suffolk County Commercial Division issued a decision in Misty Cleaning Serv. Inc. v. Independent Group Home Living Program, Inc., 2020 NY Slip Op. 50032(U), holding a plaintiff liable for damages for breaching a contractual notice and cure provision, explaining: Section 4.2 of the parties’ agreement required Independent... Read more »

Posted: January 23, 2020

Promissory Estoppel Claim Dismissed for Failure Adequately to Allege a Promise and Reliance

On January 14, 2020, Justice Borrok of the New York County Commercial Division issued a decision in 32 W. 39th Midtown Props. v. Zee Co. Apparel Corp., 2020 NY Slip Op. 30129(U), dismissing a promissory estoppel claim for failure adequately to allege a promise or reliance, explaining: The elements of a claim of promissory estoppel... Read more »

Posted: January 15, 2020

Plaintiffs’ Obligation to Perform Not Excused by Defendant’s Alleged Non-Material Breaches of Agreement

On December 24, 2019, Justice Cohen of the New York County Commercial Division issued a decision in Aktiv Assets LLC v. Centerbridge Partners, L.P., 2019 NY Slip Op. 33736(U), holding that a plaintiff’s obligation to perform was not excused by the defendant’s alleged non-material breach of the agreement, explaining: Even if the agreements were viewed... Read more »

Posted: January 12, 2020

Alleged Lack of Documentary Evidence Referring to an Oral Contract Insufficient Basis for Dismissing Claim Alleging Such a Contract

On December 19, 2019, Justice Schecter of the New York County Commercial Division issued a decision in Ripka v. Stenzler, 2019 NY Slip Op. 33688(U), holding that an alleged absence of documentary referring to an oral contract was an insufficient basis for finding that no such contract existed, explaining: Defendants seek dismissal of the declaratory... Read more »