Commercial Case Notes analyzes legal topics of interest in recent decisions from or relating to New York’s Commercial Division
On February 22, 2022, the First Department issued a decision in Arici v. Poma, 2022 NY Slip Op. 01114, holding that a promissory note constituted a novation that replaced the defendant’s prior obligation under a stock purchase agreement . . . Continue reading Novation Extinguished Contractual Obligation and Replace it With Obligation Under Promissory Note
On February 9, 2022, the Second Department issued a decision in Bank of Am., N.A. v. Ali, 2022 NY Slip Op. 00838, vacating a dismissal for failure to prosecute because of the lack of proper notice . . . Continue reading Dismissal for Failure to Prosecute Vacated for Failure to Give Proper Notice
On February 9, 2022, the Second Department issued a decision in Praxis Intl. Corp. v. Prime Alliance Group, Ltd., 2022 NY Slip Op. 00887, holding that a contribution claim survived even though a common law indemnification claim was dismissed . . . Continue reading Contribution Claim Survives Even Though Common Law Indemnification Claim Dismissed
On February 15, 2022, the First Department issued a decision in Rising Sun Constr. L.L.C. v. CabGram Dev. LLC, 2022 NY Slip Op. 00989, holding that a fraudulent inducement claim cannot be based on a party’s alleged intention not to perform a contract . . . Continue reading Fraudulent Inducement Claim Cannot be Based on Alleged Lack of Intention to Perform a Contract
On February 15, 2022, the First Department issued a decision in Apollo Mgt., Inc. v. Cernich, 2022 NY Slip Op. 00964, holding that the term “affiliate” can refer to individuals as wells as business entities . . . Continue reading “Affiliate” Can Refer to Individuals as Well as Business Entities
On February 8, 2022, the First Department issued a decision in E D & F Man Sugar Ltd. v. Gellert, 2022 NY Slip Op. 00813, staying a first-filed action to recover on a guaranty in favor of a later-filed action related to the guarantied obligation . . . Continue reading First-Filed Action to Recover on Guaranty Stayed in Favor of Later Action Related to the Guarantied Obligation
On February 8, 2022, the First Department issued a decision in Board of Mgrs. of the Alfred Condominium v. Miller, 2022 NY Slip Op. 00808, holding that corporate directors and officers can be held liable for a tort committed by the corporation . . . Continue reading Corporate Officer or Director Can Be Liable for The Corporation’s Tort
On February 8, 2022, the First Department issued a decision in Arbor-Myrtle Beach PE LLC v. Frydman, 2022 NY Slip Op. 00806, holding that a motion for summary judgment in lieu of complaint on a guaranty was not barred by the existence of a larger transaction . . . Continue reading That Guaranty Was Part of a Larger Transaction Does Not Bar Motion for Summary Judgment in Lieu of Complaint
On February 7, 2022, Justice Reed of the New York County Commercial Division issued a decision in Bersin Props., LLC v. Nomura Credit & Capital, Inc., 2022 NY Slip Op. 50084(U), holding that the affirmative defense of impossibility cannot be based on mere financial hardship . . . Continue reading Affirmative Defense of Impossibility Cannot Be Based on Mere Financial Hardship
On February 9, 2022, Justice Emerson of the Suffolk County Commercial Division issued a decision in Castle Restoration, LLC v. Castle Restoration & Constr., Inc., 2022 NY Slip Op. 50082(U), refusing to enforce an alleged oral modification to a written contract . . . Continue reading Court Refuses to Enforce Alleged Oral Modification to a Written Contract
