On April 9, 2026, the First Department issued a decision in Kassirer v. Gotlib, 2026 NY Slip Op. 02154, holding that allegations of an oral agreement were insufficient because they failed to describe the material terms of the agreement, explaining:
The court should have granted defendants’ motion to dismiss the breach of contract claim. To establish the existence of an enforceable agreement, a plaintiff must establish an offer, acceptance of the offer, consideration, mutual assent, and an intent to be bound. That meeting of the minds must include agreement on all essential terms. When there are sufficient material terms absent from the alleged contract, no enforceable agreement exists. Here, plaintiffs allege an oral agreement to split membership interests in a nonexistent entity that would be formed at an unspecified time and was to manage another nonexistent entity. That second nonexistent entity would, in turn, own an unspecified set of properties to be purchased at an unspecified time. Given the plethora of vague and missing material terms, the parties’ purported oral agreement is plainly nothing more than an unenforceable agreement to agree. . . . .
The court also improperly denied defendants’ motion to dismiss the claim seeking a declaratory judgment. The desired relief — a declaratory judgment stating that plaintiff Kassirer owns one-third of the interests in defendant 685 Manager LLC and is entitled to distributions — merely seeks] a declaration of the same rights and obligations arising out of the parties’ unenforceable agreement. Thus, this claim should also have been dismissed as duplicative of the now-dismissed breach of contract claim.
(Internal quotations and citations omitted).