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Posts Categorized: Contracts

Posted: March 12, 2014

Person Who Signs Contract on Behalf of Non-Existent Entity Personally Liable

On March 11, 2014, the First Department entered a decision in Sunquest Enterprises, Inc. v. Zar, 2014 NY Slip Op. 01551, addressing the issue of a contract entered into by an allegedly non-existent entity. In Sunquest Enterprises, the court examined the question of whether defendants who signed a contract on behalf of a non-existent entity were personally liable... Read more »

Posted: March 5, 2014

Buyer’s Broker Not Third-Party Beneficiary of Real Estate Sales Contract That Refers Only to Commission to Seller’s Broker

On February 20, 2014, Justice Pines of the Suffolk County Commercial Division issued a decision in Saunders Ventures, Inc. v. Morrow, 2014 NY Slip Op. 30455(U), holding that a buyer’s broker was not a third-party beneficiary of a real estate sales contract. In Saunders Ventures, the plaintiffs, who alleged that they procured the buyer of real... Read more »

Posted: March 1, 2014

Settlement Term Sheet Enforceable Despite Statement That Formal Papers Would Be Executed

On February 27, 2014, the First Department issued a decision in Trolman v. Trolman, Glaser & Lichtman, P.C., 2014 NY Slip Op. 01396, affirming the enforcement of a settlement term sheet, explaining: The motion court properly determined that the handwritten memorandum executed following mediation between the parties was a binding and enforceable settlement agreement, and not... Read more »

Posted: February 23, 2014

Complaint to Reform Contract Dismissed for Failure to Join All Parties to Contract

On February 5, 2014, New York County Commercial Division Justice Bransten issued a decision in Oppenheimerfunds, Inc. v. TD Bank, N.A., 2014 NY Slip Op. 30379(U), granting a motion to dismiss for failure to join necessary parties. Oppenheimerfunds arose from a liquidation relating to an ethanol plant, of which plaintiffs were subordinate bondholders. The plaintiffs alleged... Read more »

Posted: February 13, 2014

Court of Appeals Rules That Two-Year Statute of Limitations In Insurance Policy Is Unenforceable Where Contractual Condition Precedent To Suit Could Not Be Accomplished Within Two Years

The Court of Appeals issued a decision today in Executive Plaza, LLC v. Peerless Insurance Company, Docket No. 2, addressing, on a certified question from the Second Circuit, the interplay of two provisions of a fire insurance policy–one requiring the insured to bring claims under the policy within two years of the fire, and a... Read more »

Posted: February 13, 2014

Agreement Not Unconscionable Because it Was Not One Only a Delusional Party Would Make

On February 11, 2014, the First Department issued a decision in B.D. Estate Planning Corp. v. Trachtenberg, 2014 NY Slip Op. 00889, granting the plaintiff summary judgment on the defendant’s defense that an agreement was unconscionable. In B.D. Estate Planning Corp., the First Department affirmed the trial court’s dismissal of the defendant’s unconscionability defense, explaining: At common... Read more »

Posted: February 4, 2014

Landlord’s Alleged Role in Frustrating Achievement of Contract’s Purpose Allows Claim for Breach of Duty of Good Faith and Fair Dealing to Survive Motion to Dismiss

On January 22, 2014, Justice Kornreich of the New York County Commercial Division issued a decision in Gelita, LLC v. 133 Second Ave., LLC, 2014 NY Slip Op. 50064(U), refusing to dismiss a claim for breach of the duty of good faith and fair dealing. Among the many claims brought by the plaintiff that the... Read more »

Posted: February 3, 2014

Arbitration Clause in E-Mailed Terms and Conditions to Trading Account Agreement Not Sufficient to Bind Parties to Arbitration

On January 30, 2014, the First Department issued a decision in Basis Yield Alpha Fund (Master) v. Goldman Sachs Group, Inc., 2014 NY Slip Op. 00587, affirming a trial court’s refusal to compel arbitration. In Basis Yield Alpha Fund, the defendant moved to compel arbitration based on a “document entitled ‘General Terms and Conditions’ that... Read more »

Posted: February 2, 2014

RMBS Planitiff Moves for Leave to Appeal to Court of Appeals

On December 23, 2013, we blogged about the First Department’s decision in ACE Sec. Corp. v. DB Structured Prods., Inc., 2013 NY Slip Op. 08517, which dismissed a mortgage-backed securities lawsuit as barred by the failure both to give the contractually-required notice and an opportunity to cure and to bring suit before the end of... Read more »

Posted: January 25, 2014

Countersigned Letter is an Enforceable Contract Even Though Parties Contemplated Later Execution of a Formal Agreement

On January 16, 2014, Justice Bransten of the New York County Commercial Division issued a decision in Noryb Ventures v. Mankovsky, 2014 NY Slip Op. 30087(U), finding a countersigned letter to be an enforceable contract notwithstanding that it explicitly envisioned a later, more formal, agreement. In Noryb Ventures, the court denied the defendants’ motion for summary judgment on... Read more »