On April 1, 2025, Justice Cohen of the New York County Commercial Division issued a decision in World Host Group US Inc. v. O’Cloud Ventures, LLC, 2025 NY Slip Op. 31159(U), holding that an implied covenant claim cannot be based on pre-contract actions . . . Continue reading Implied Covenant Claim Cannot be Based on Pre-Contract Actions
On March 27, 2025, the First Department issued a decision in Pappas v. B & G Holding Co., 2025 NY Slip Op. 01873, holding that where a partnership agreement provided for the transfer of ownership interests at death, a partner could not transfer ownership in his will . . . Continue reading Where Partnership Agreement Provided for Transfer of Ownership Interest at Death, Partner Could Not Transfer Ownership in His Will
On February 28, 2025, Justice Masley of the New York County Commercial Division issued a decision in Martha Stewart Living Omnimedia, LP v. Snow Joe LLC, 2025 NY Slip Op. 30683(U), holding that nominal damages are sufficient to meet that damages element of a breach of contract claim . . . Continue reading Nominal Damages Sufficient to Meet Damages Element of Breach of Contract Claim
On January 31, 2025, the Fourth Department issued a decision in Lei Linwang v. Sheridan Amherst, LLC, 2025 NY Slip Op. 00595, holding that a court cannot rely solely on the contra proferentem doctrine in interpreting a contract . . . Continue reading Court Cannot Rely Solely Contra Proferentem Doctrine in Interpreting Contract
On January 15, 2025, the Second Department issued a decision in Meserole Hub, LLC v. Rosenzweig, 2025 NY Slip Op. 00213, holding that a negligence claim against an engineer should be dismissed as duplicative of a breach of contract claim seeking the same damages . . . Continue reading Negligence Claim Against Engineer Dismissed as Duplicative of Contract Claim
On January 21, 2025, the First Department issued a decision in TH Holdco LLC v. Rubin, 2025 NY Slip Op. 00300, holding that a guarantor’s “liability under [a] guaranty is not reduced or extinguished by the bankruptcy proceeding initiated by the borrower.” Continue reading Borrower’s Bankruptcy Did Not Affect Guarantor’s Obligations
On February 6, 2025, the First Department issued a decision in Gurney-Goldman v. Sol Goldman Invs. LLC, 2025 NY Slip Op. 00722, holding that a limited liability company could not be held liable for the breach of its operating agreement . . . Continue reading LLC Not Liable for Breach of Its Operating Agreement
On December 30, 2024, Justice Platkin of the Albany County Commercial Division issued a decision in Darwish Auto Group, LLC v. TD Bank, N.A., 2024 NY Slip Op. 51779(U), holding Continue reading Failure to Read Contract No Defense to its Validity
On December 19, 2024, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Lingang Li v. Howe, 2024 NY Slip Op. 34490(U), holding that a claim based Continue reading Claim Based on Oral Agreement to Sell Shares of Business That Only Owned Real Property Barred by the Statute of Frauds
On December 19, 2024, the First Department issued a decision in Cantor Fitzgerald & Co. v. ObvioHealth Pte Ltd., 2024 NY Slip Op. 06421, holding that an agreement was not sufficiently specific to create an exclusive right to sell . . . Continue reading Agreement Was Not Sufficiently Specific to Create an Exclusive Right to Sell
