Even Though Defendant Did Not Have a Fiduciary Duty to the Plaintiff, it Had a Sufficiently Close Relationship That it Could be Liable for Negligence
Commercial Case Notes / Contracts / Fiduciaries

Even Though Defendant Did Not Have a Fiduciary Duty to the Plaintiff, it Had a Sufficiently Close Relationship That it Could be Liable for Negligence

On May 30, 2023, the First Department issued a decision in ERA Capital L.P. v. Soleil Chartered Bank, 2023 NY Slip Op. 02845, holding that even though the defendant did not have a fiduciary duty to the plaintiff, it had a sufficiently close relationship that it could be held liable for negligence . . . Continue reading Even Though Defendant Did Not Have a Fiduciary Duty to the Plaintiff, it Had a Sufficiently Close Relationship That it Could be Liable for Negligence

Fraud Claim Relating to a Contract or Note May be Assigned, But Assignment Agreement Must Show Intent to Transfer
Commercial Case Notes / Contracts / Fraud/Misrepresentation / Standing

Fraud Claim Relating to a Contract or Note May be Assigned, But Assignment Agreement Must Show Intent to Transfer

On May 25, 2023, the First Department issued a decision in SureFire Dividend Capture, LP v. Industrial & Commercial Bank of China Fin. Servs. LLC, 2023 NY Slip Op. 02841, holding that a fraud claim relating to a contract or note can be assigned, but that the agreement transferring the claim must show an intent to transfer the claim . . . Continue reading Fraud Claim Relating to a Contract or Note May be Assigned, But Assignment Agreement Must Show Intent to Transfer

Promissory Estoppel Claim Fails Because Plaintiff’s Actions Were Not Unequivocally Referable to the Alleged Promise
Commercial Case Notes / Contracts

Promissory Estoppel Claim Fails Because Plaintiff’s Actions Were Not Unequivocally Referable to the Alleged Promise

On May 4, 2023, Justice Boddie of the Kings County Commercial Division issued a decision in ONH 14 53rd ST, LLC v. TPG RE Fin. 2, Ltd., 2023 NY Slip Op.. 50421(U), holding that a promissory estoppel claim failed because the plaintiff’s actions were not unequivocally referable to the alleged promise . . . Continue reading Promissory Estoppel Claim Fails Because Plaintiff’s Actions Were Not Unequivocally Referable to the Alleged Promise

LLC Member not Liable for LLC’s Obligations Under Agreement Member Signed on Behalf of LLC
Commercial Case Notes / Contracts / Veil Piercing/Alter Ego

LLC Member not Liable for LLC’s Obligations Under Agreement Member Signed on Behalf of LLC

On May 10, 2023, the Second Department issued a decision in Y.B. Assoc. Group, LLC v. Rubin, 2023 NY Slip Op. 02558, holding that an LLC member was not liable for an LLC’s obligations under an agreement the member had signed on behalf of the LLC . . . Continue reading LLC Member not Liable for LLC’s Obligations Under Agreement Member Signed on Behalf of LLC

Contract Not Repudiated Absent Positive and Unequivocal Expression of Intent not to Perform
Commercial Case Notes / Contracts

Contract Not Repudiated Absent Positive and Unequivocal Expression of Intent not to Perform

On April 25, 2023, the First Department issued a decision in Lee v. Whayoun Jun, 2023 NY Slip Op. 02080, holding that plaintiffs did not repudiate a contract because they did not positively and unequivocally express an intent not to perform their obligations . . . Continue reading Contract Not Repudiated Absent Positive and Unequivocal Expression of Intent not to Perform