Posts Categorized: Contracts

Posted: June 22, 2019

Changing a Draft Contract Proffered by Counterparty Extinguishes Offered Contract and Represents a Counteroffer

On June 13, 2019, the First Department issued a decision in Brown v. Cerberus Capital Mgt., L.P., 2019 NY Slip Op. 04772, holding that changing a draft contract proffered by a counterparty extinguishes the offered contract and only represents a counteroffer, explaining: Contrary to defendants’ contention, Brown did not release her claims. The purported release... Read more »

Posted: May 29, 2019

Agreement for a Referral Fee for Sale of Company’s Shares Inapplicable to Sale of Company’s Assets

On May 28, 2910, the First Department issued a decision in Sassoon v. CDx Diagnostics, Inc., 2019 NY Slip Op. 04112, holding that an agreement for a referral fee relating to the sale of a company’s shares did not apply to a sale of the company’s assets, explaining: The written agreement between plaintiff and defendant... Read more »

Posted: May 26, 2019

Statute of Frauds Did Not Bar Claim Based on Alleged Oral Contract for Real Estate Commission

On May 23, 2019, the First Department issued a decision in Elhanani v. Kuzinez, 2019 NY Slip Op. 04042, holding that the Statute of Frauds did not bar a claim based on an alleged oral contract for a real estate commission, explaining: The complaint alleges that plaintiff Eran Elhanani, a real estate broker, and defendant... Read more »

Posted: May 21, 2019

Court Rejects Economic Duress Claim

On May 6, 2019, Justice Masley of the New York County Commercial Division issued a decision in Kaye v. Levine Prospect, LLC, 2019 NY Slip Op. 31299(U), rejecting a economic duress defense, explaining: A contract is voidable on the ground of duress when it is established that the party making the claim was forced to agree... Read more »

Posted: May 14, 2019

Disclaimers Protect Publisher From Liability for Alleged Inaccuracies in Treatise

On May 2, 2019, the First Department issued a decision in Himmelstein, McConnell, Gribben, Donoghue & Joseph, LLP v. Matthew Bender & Co., Inc., 2019 NY Slip Op. 03442, holding that a publisher’s disclaimer protected it from claims based on alleged inaccuracies in a treatise, explaining: The breach of express warranty claim, based on the representations... Read more »

Posted: May 12, 2019

Fraud in the Inducement Claim Not Duplicative of Breach of Contract Claim

On May 1, 2019, the Second Department issued a decision in 260 Mamaroneck Ave., LLC v. Guaraglia, 2019 NY Slip Op. 03307, holding that a fraudulent inducement claim was not duplicative of a breach of contract claim, explaining: The plaintiff alleged, inter alia, that the defendant falsely represented in the contract of sale that he had... Read more »