On December 23, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Playboy Enters. Intl., Inc. v. Meredith Corp., 2020 NY Slip Op. 34295(U), holding that a defendant was bound by a contractual indemnification provision, explaining: SMS argues that the complaint fails to state a cause of action for contractual... Read more »
Blogs
Posts Categorized: Indemnification and Advancement
Corporate Officers Granted Indemnification Under BCL
On November 25, 2020, the Second Department issued a decision in Federico v. Brancato, 2020 NY Slip Op. 07036, affirming the indemnification of corporate officers under the BCL, explaining: We agree with the Supreme Court’s determination granting Anthony’s motion pursuant to Business Corporation Law § 724 to be indemnified by CGS for the damages, costs... Read more »
No Entitlement to Indemnification or Advancement In Suit Between Contracting Parties Unless Indemnification Provision Unequivocally Requires It
On November 05, 2020, the First Department issued a decision in Shatz v. Chertok, 2020 NY Slip Op. 06369, holding that there was no entitlement to indemnification or advancement in a suit between contracting parties because the indemnification provision did not unequivocally reflect that intent, explaining: The motion court properly dismissed defendants’ counterclaim for the... Read more »
Court Enforces Contract Provision Granting Prevailing Party Double its Attorneys’ Fees
On September 30, 2020, the Second Department issued a decision in Loughlin v. Meghji, 2020 NY Slip Op. 05196, enforcing a contract provision granting a prevailing party double its attorneys’ fees, explaining: We disagree with the Supreme Court’s sua sponte determination that the provision of the PSA, which, in the event of litigation, allows for... Read more »
Trust Entitled to Fees in RMBS Put-Back Action Based on Representation and Warranty Breaches
On May 25, 2020, Justice Friedman of the New York County Commercial Division issued a decision in Part 60 Put-Back Litigation, 2020 NY Slip Op. 31693(U), holding that a trustee can obtain attorneys’ fees from a seller in an RMBS put-back action based on representation and warranty breaches, but not deciding whether fees would be... Read more »
Party Whose Liability Was Only Vicarious Entitled to Common Law Indemnification
On April 20, 2020, Justice Cohen of the New York County Commercial Division issued a decision in Shah v. 20 E. 64th St. LLC, 2020 NY Slip Op. 31002(U), holding that a party whose liability was only vicarious was entitled to common law indemnification, explaining: Common-law indemnification is warranted where a defendant’s role in causing... Read more »
Litigant Not Entitled to Indemnification by Contractual Counter-Party Because Contract Was Not Unmistakably Clear
On April 17, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Huguenot LLC v. Megalith Capital Group Fund I, LP, 2020 NY Slip Op. 30966(U), holding that a litigant was not entitled to contractual indemnification in an intra-party litigation because the indemnification provision in the contract was not unmistakably... Read more »
Existence of Contract Bars Claim for Equitable Indemnification
On April 13, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Allergan Fin., LLC v. Pfizer Inc., 2020 NY Slip Op. 50422(U), holding that the existence of a contract that addressed indemnification barred a claim for equitable indemnification, explaining: The principle of equitable indemnification, also known as common law... Read more »
Courts Grants Preliminary Injunction Directing D&O Insurer to Advance Costs for Defense of Civil Fraud Action
Posted by Bradley J. Nash, Litigation Partner On February 3, 2020, Justice Sherwood of the New York County Commercial Division issued a decision in Alexander v. Starr Surplus Lines Ins. Co., 2020 NY Slip Op 30297(U), granting a preliminary injunction directing a D&O insurer to advance defense costs to a former corporate officer for an... Read more »
Defendant that Engaged in Wrongdoing Not Entitled to Common Law Indemnification
On December 20, 2019, the Fourth Department issued a decision in Board of Educ. of Palmyra-Macedon Cent. Sch. Dist. v. Flower City Glass Co., Inc., 2019 NY Slip Op. 09123, holding that a defendant that had engaged in wrongdoing was not entitled to common law indemnification, explaining: We further agree with Nudo that the court... Read more »