On January 6, 2023, Justice Reed of the New York County Commercial Division issued a decision in SPG Capital Partners LLC v. Cascade 553 LLC, 2023 NY Slip Op. 50016(U), holding that a term sheet was not a binding agreement . . . Continue reading Term Sheet Found Not to Be a Binding Agreement
On December 19, 2022, Justice Chan of the New York County Commercial Division issued a decision in MLCJR, LLC v. PDP Group, Inc., 2022 NY Slip Op. 34345(U), holding that even when a contract grants a party absolute discretion, that discretion may not be exercised arbitrarily or irrationally . . . Continue reading Even When Contract Grants Party Absolute Discretion, That Discretion May not be Exercised Arbitrarily or Irrationally
On December 22, 2022, Justice Reed of the New York County Commercial Division issued a decision in J.P. Morgan Ventures Energy Corp. v. Miami Wind I, LLC, 2022 NY Slip Op. 51308(U), holding that financial hardship was no excuse for failing to perform a contract . . . Continue reading Financial Hardship is No Justification for Breaching Contract
On December 15, 2022, Justice Cohen of the New York County Commercial Division issued a decision in 111 W. 57th Inv. LLC v. 111 W57 Mezz Inv. LLC, 2022 NY Slip Op 34258(U), recognizing the existence of (although dismissing) a claim for tortious interference with the covenant of good faith and fair dealing . . . Continue reading Court Recognizes Existence of Claim for Tortious Interference With the Implied Covenant of Good Faith and Fair Dealing
On December 20, 2022, Justice Borrok of the New York County Commercial Division issued a decision in Ametek, Inc. v. Goldfarb, 2022 NY Slip Op. 51290(U), holding that questions of fact precluded dismissal of a claim for reformation . . . Continue reading Court Refuses to Dismiss Reformation Claim
On December 15, 2022, the First Department issued a decision in 122 E. 42nd St., LLC v. Scharf, 2022 NY Slip Op. 07141, holding that a whereas clause did not create new contractual rights . . . Continue reading Whereas Clause Did Not Create New Contractual Rights
On December 15, 2022, the First Department issued a decision in FPG Maiden Lane, LLC v. Bank Leumi USA, 2022 NY Slip Op. 07150, holding that a party may not rely on the failure of a condition precedent to occur when it was responsible for that failure . . . Continue reading Party Cannot Rely on the Failure of a Condition Precedent When the Party Caused That Failure
On December 8, 2022, Justice Boddie of the Kings County Commercial Division issued a decision in 17 Lexington Ave. LLC v. Alison Six Star LLC, 2022 NY Slip Op. 51194(U), holding that the absence of a commencement date did not make a lease an unenforceable agreement to agree . . . Continue reading Absence of a Commencement Date Did Not Make a Lease an Unenforceable Agreement to Agree
On November 22, 2022, the Court of Appeals issued a decision in Worthy Lending LLC v. New Style Contrs., Inc., 2022 NY Slip Op. 06631, holding that a secured party has the same rights as an assignee under UCC § 9-406 . . . Continue reading Secured Party Has Same Rights as Assignee Under UCC § 9-406
On November 17, 2022, the First Department issued a decision in Black Diamond Capital Mgt., LLC v. Oppenheimer Master Loan Fund, LLC, 2022 NY Slip Op. 06544, holding that an exchange between traders was insufficient to create a binding agreement to sell . . . Continue reading Exchange Between Traders Insufficient to Create Binding Agreement to Sell
