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Posts Categorized: Contracts

Posted: December 2, 2018

Labor Law Provision Allowing Employees to Sue General Contractor as Third-Party Beneficiaries Trumps Contract’s No Third-Party Beneficiary Clause

On November 27, 2018, the First Department issued a decision in Wroble v. Shaw Envtl. & Infrastructure Eng’g of N.Y., P.C., 2018 NY Slip Op. 08061, holding that the Labor Law provision allowing employees to sue a general contractor as third-party beneficiaries trumps a contract’s no third-party beneficiary clause, explaining: Labor Law § 220(3) provides, in pertinent... Read more »

Posted: November 23, 2018

Parties That Signed Agreement on Behalf of Non-Existent Entities Personally Bound By Contract

On October 30, 2018, Justice Hudson of the Suffolk County Commercial Division issued a decision in Olympus Am. Inc. v. Greene House Surgicare, 2018 NY Slip Op. 32874(U), holding that parties who signed an agreement on behalf of non-existent entities were personally bound by the agreement, explaining: Under well-established agency law, a contract between individuals... Read more »

Posted: November 20, 2018

Court Finds Pooling and Servicing Agreement to be Ambiguous, Orders Discovery

On November 9, 2018, Justice Bransten of the New York County Commercial Division issued a decision in Matter of U.S. Bank N.A., 2018 NY Slip Op. 32875(U), holding that a pooling and servicing agreement was ambiguous and ordering discovery, explaining: Under New York law, written agreements are construed in accordance with the parties’ intent and... Read more »

Posted: November 19, 2018

Allegations of Duress Insufficient to Overcome Voluntary Payment Doctrine

On November 15, 2018, the First Department issued a decision in Beltway 7 & Props., Ltd. v. Blackrock Realty Advisers, Inc., 2018 NY Slip Op. 07844, holding that allegations of duress were insufficient to overcome the voluntary payment doctrine, explaining: In seeking to avoid application of the voluntary payment doctrine, plaintiff first contends on appeal... Read more »

Posted: November 18, 2018

General Release Bars Claim Relating to Settled Claims

On November 7, 2018, Justice Ostrager of the New York County Commercial Division issued a decision in Lam Pearl St. Hotel LLC v. Golden Pearl Constr. LLC, 2018 NY Slip Op. 32852(U), holding that a general release barred a claim regarding settled claims, explaining: GPC argues that the implied covenant of good faith and fair dealing cannot... Read more »

Posted: November 8, 2018

Waiver of Right to Proceed Against Debtor Did Not Waive Right to Enforce Guaranty

On October 31, 2018, the Second Department issued a decision in Pitsy, LLC v. Rindenow, 2018 NY Slip Op. 07340, holding that a plaintiff’s waiver of claims against a debtor did not waive the plaintiff’s claims to enforce a guaranty against the debtor’s guarantor, explaining: [T]he plaintiff demonstrated its prima facie entitlement to judgment as a... Read more »

Posted: November 5, 2018

Court Enforces No Damages for Delay Clause in Construction Contract

On October 22, 2018, Justice Ostrager of the New York County Commercial Division issued a decision in Hailey Insulation Corp. v. WDF, Inc., 2018 NY Slip Op. 32717(U), enforcing a no damages for delay provision in a construction contract, explaining: Finally, WDF moves to dismiss Hailey’s fourth cause of action seeking delay damages. The subcontract states: “The... Read more »

Posted: October 29, 2018

Complaint Withstands Motion to Dismiss Based on In Pari Delicto/Illegality Defense

On October 22, 2018, Justice Fisher of the Kings County Supreme Court issued a decision in Juan Carlos Nunez v. Athletes’ Careers Enhanced and Secured, Inc., No. 502950/2018 (Supreme Court, Kings County), declining to dismiss an action due to an in pari delicto/illegality defense, explaining: In Nunez, the plaintiff, a former employee of a prominent... Read more »

Posted: October 28, 2018

Compliance with No-Action Clauses Excused in Suit Against RMBS Trustee

On October 18, 2018, the First Department issued a decision in Blackrock Balanced Capital Portfolio (FI) v. U.S. Bank N.A., 2018 NY Slip Op. 06990, holding that the plaintiff’s compliance with no-action clauses was excused in a suit against an RMBS trustee, explaining: We reject defendant’s argument that all of the breach of contract claims must... Read more »

Posted: October 27, 2018

Plaintiff Denied Summary Judgment on Note Because of Question of Fact Regarding Whether Note Was Part of an Illegal Fee-Splitting Agreement

On October 17, 2018, the Second Department issued a decision in Linchitz Practice Mgt., Inc. v. Daat Med. Mgt., LLC, 2018 NY Slip Op. 06891, affirming the denial of summary judgment on a note because of questions of fact regarding whether the note was part of an illegal fee-splitting agreement, explaining: We agree with the Supreme Court’s... Read more »