Commercial Case Notes analyzes legal topics of interest in recent decisions from or relating to New York’s Commercial Division
On November 19, 2021, Justice Platkin of the Albany County Commercial Division issued a decision in State of New York v. Spectra Eng’g, Architecture & Surveying P.C., 2021 NY Slip Op. 51119(U), holding that shareholders of a dissolved corporation can be held liable for the corporation’s debts . . . Continue reading Shareholders of a Dissolved Corporation Can be Held Liable for its Debts
On November 22, 2021, Justice Borrok of the New York County Commercial Division issued a decision in Knowyourmeme.com Network, Inc. v. Elraviv, 2021 NY Slip Op. 51110(U), holding that the interpretation of a forum selection clause in an earlier action was binding on the plaintiff in a new action, even though the new action included new defendants . . . Continue reading Interpretation of Forum Selection Clause in Earlier Action Bringing on Plaintiff in New Action That Included New Parties
On November 19, 2021, Justice Reed of the New York County Commercial Division issued a decision in Roxx Alison Ltd. v, Shutle, Inc., 2021 NY Slip Op. 51102(U), holding that a corporate officer who participates in the commission of a tort may be held individually liable for that tort . . . Continue reading Corporate Officer who Participates in Commission of a Tort may be Individually Liable for that Tort
On November 30, 2021, Justice Emerson of the Suffolk County Commercial Division issued a decision in Contract Pharmacal Corp. v. Air Indus. Group, 2021 NY Slip Op. 51120(U), holding that a plaintiff who brings a claim for breach of contract cannot simultaneously pursue a claim for anticipatory breach . . . Continue reading Plaintiff who Brings a Claim for Breach of Contract Cannot Simultaneously Pursue a Claim for Anticipatory Breach
On November 4, 2021, Justice Emerson of the Suffolk County Commercial Division issued a decision in Arco Acquisitions, LLC v. Tiffany Plaza LLC, 2021 NY Slip Op. 51039(U), holding that disclaimers in a purchase agreement barred a fraud claim . . . Continue reading Disclaimer Bars Fraud Claim
On November 10, 2021, Justice Reed of the New York County Commercial Division issued a decision in Cortlandt St. Recovery Corp. v. Bonderman, 2021 NY Slip Op. 51063(U), holding that a conversion claim cannot be based on the mere right to payment of money . . . Continue reading Conversion Claim Cannot Be Based on Mere Right to the Payment of Money
On December 2, 2021, the First Department issued a decision in Kim v. XP Sec., LLC, 2021 NY Slip Op. 06764, holding that a merger clause defeated a fraudulent inducement claim . . . Continue reading Merger Clause Defeats Fraudulent Inducement Claim
On November 10, 2021, Justice Reed of the New York County Commercial Division issued a decision in Airball Capital LLC v. Rosenthal & Rosenthal Inc., 2021 NY Slip Op. 51082(U), holding that a creditor of the parent company of a debtor did not have standing to assert fraudulent conveyance claims against the debtor . . . Continue reading Creditor of Parent Company of Debtor does not Have Standing to Assert Fraudulent Conveyance Claims Against Debtor
On November 23, 2021, the First Department issued a decision in Harry Spring Consulting LLC v. Esterson, 2021 NY Slip Op. 06543, holding that when a guarantor buys the debt it guaranteed, an action to collect from the co-guarantors is one for contribution, not enforcement of the guaranty . . . Continue reading When Guarantor Buys Underlying Debt, Any Action to Collect from Co-Guarantors Is one for Contribution, not Enforcement of the Guaranty
On October 1, 2021, Justice Karalunas of the Onondaga County Commercial Division issued a decision in Inner Harbor Phase I, L.P. v. COR Inner Harbor Co., LLC, 2021 NY Slip Op. 51083(U), denying a motion to intervene by a limited partner in a suit by the partnership when the limited partner’s claims were the same as the partnership’s . . . Continue reading Limited Partner Denied Intervention in Suit by Partnership When it Asserts Same Claims as Partnership
