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Posts Categorized: Contracts

Posted: November 28, 2013

Court of Appeals Enforces Lease as Written, Even Though it Leads to Harsh Result for Commercial Tenant

On October 7, 2013, we noted that on October 8, 2013, the Court of Appeals would hear argument in Eujoy Realty Corp. v. Van Wagner Communications, LLC, Docket No. 179. On November 26, 2013, the Court of Appeals issued its decision in Eujoy Realty Corp. v. Van Wagner Communications, LLC, 2013 NY Slip Op. 07823,... Read more »

Posted: November 18, 2013

First Department Affirms Enforcement of Contractual Obligations to Advance Litigation Expenses

On November 14, 2013, the First Department issued a decision in TMR Bayhead Securities, LLC v. Aegis Texas Venture Fund II, LP, 2013 NY Slip Op. 07578, affirming New York County Commercial Division Justice Bransten’s order compelling defendant venture capital funds to reimburse and advance legal fees and costs incurred by plaintiffs (who had run the funds) in defending... Read more »

Posted: November 17, 2013

Contract-Related Claims Dismissed Despite Allegation that Provisions Were Added Surreptitiously or by Mistake

On November 14, 2013, the First Department issued a decision in VFS Fin. v. Insurance Servs. Corp., 2013 NY Slip Op. 07576, illustrating the bedrock principle of contract interpretation that a party is presumed to have read and understood the contract it signed. In VFS Fin., the defendant asserted “counterclaims and third-party claims of fraud in... Read more »

Posted: November 16, 2013

Claim for Breach of NDA Allowed to Proceed While All Tort Claims Relating to the Alleged Breach Are Dismissed on the Pleadings

On November 7, 2013, Justice Schweitzer of the New York County Commercial Division issued a decision in Affinity LLP v. GfK Mediamark Research & Intelligence, LLC, 2013 NY Slip Op. 32873(U), in which he denied a pre-Answer motion to dismiss a claim alleging the breach of a non-disclosure agreement (“NDA”) but granted the motion insofar as... Read more »

Posted: November 16, 2013

Decision Illustrates the Danger of Overreaching in Pleading

On November 7, 2013, Justice Schweitzer of the New York County Commercial Division issued a decision in U.S. Bank Natl. Assoc. v. Lightstone Holdings LLC, 2013 NY Slip Op. 32874(U), illustrating the dangers of overreaching in pleading. In U.S. Bank, the plaintiff amended its complaint in what had been a breach of contract action to... Read more »

Posted: November 15, 2013

Condition Precedent Strictly Interpreted

On November 1, 2013, Justice Kornreich of the New York County Commercial Division issued a decision in Kay Investments Series A, LLC v. Nordica Investments, LLC, 2013 NY Slip Op. 32834(U), reiterating the rule that when there is a doubt about the effect of contractual language, there is a presumption in New York against conditions... Read more »

Posted: November 14, 2013

Lease Clause Requiring Commercially Reasonable Efforts Strictly Construed Against Plaintiffs

On November 14, 2013, the Court of Appeals issued a decision in JFK Holding Company LLC v. City of New York, Docket No. 196, declining to apply a broad interpretation to a commercially reasonable efforts clause. In JFK Holding, plaintiff building owners sued the Salvation Army, “which operated” a building leased from plaintiffs “as a homeless... Read more »

Posted: November 12, 2013

Delaware Supreme Court Certifies Questions to New York Court of Appeals on “No Action” Clauses in Trust Indentures

On November 7, 2013, the Delaware Supreme Court issued a decision in Quadrant Structured Products Co., Ltd. v. Vertin, in which it certified the following questions of law to the New York Court of Appeals: (1) A trust indenture no-action clause expressly precludes a security holder who fails to comply with that clause’s preconditions, from... Read more »

Posted: November 11, 2013

Statute of Frauds Does Not Bar Multi-Year Oral Agreement That Could Be Performed in One Year

On November 8, 2013, the Fourth Department issued a decision in DeJohn v. Speech, Language & Communication Assoc., SLP, OT, PT, PLLC, 2013 NY Slip Op. 07331, showing the narrow scope of the Statute of Frauds. In DeJohn, the parties allegedly entered into an oral agreement providing that “defendants would purchase plaintiff’s business for $480,000 and... Read more »