No Claim for Breach of Covenant of Good Faith Lies Where Defendant Had Full Discretion to Act
Commercial Case Notes / Contracts

No Claim for Breach of Covenant of Good Faith Lies Where Defendant Had Full Discretion to Act

On October 5, 2023, the First Department issued a decision in 111 W. 57th Inv. LLC v/ 111 W57 Mezz Inv. LLC, 2023 NY Slip Op. 05029, holding that a defendant that had the sole discretion to take an action could not be held liable for breaching the covenant of good faith and fair dealing for doing so . . . Continue reading No Claim for Breach of Covenant of Good Faith Lies Where Defendant Had Full Discretion to Act

Recoupment Defense Fails for Lack of Contractual Duty to Make Payments to be Recouped
Commercial Case Notes / Contracts / Setoff/Recoupment

Recoupment Defense Fails for Lack of Contractual Duty to Make Payments to be Recouped

On September 26, 2023, the First Department issued a decision in AOG, LLC v. Kind Operations Inc., 2023 NY Slip Op. 04710, holding that a recoupment defense should have been dismissed for lack of a contractual duty to make the payments to be recouped . . . Continue reading Recoupment Defense Fails for Lack of Contractual Duty to Make Payments to be Recouped

Rescission and Rescissory Damages Unavailable When Defendant is Not Contractual Counterparty
Commercial Case Notes / Contracts / Damages

Rescission and Rescissory Damages Unavailable When Defendant is Not Contractual Counterparty

On September 14, 2023, Justice Schecter of the New York County Commercial Division issued a decision in Han v. Kwak, 2023 NY Slip Op. 33207(U), holding that rescission and rescissory damages are unavailable against a defendant who is not a party to the transaction that he fraudulently induced.” Continue reading Rescission and Rescissory Damages Unavailable When Defendant is Not Contractual Counterparty

Breach of Contract Claim Dismissed for Failure to Identify Which Provision of the Contract Was Breached
Commercial Case Notes / Contracts

Breach of Contract Claim Dismissed for Failure to Identify Which Provision of the Contract Was Breached

On August 23, 2023, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Desanges v. All Taxi, Inc., 2023 NY Slip Op. 33123(U), dismissing a breach of contract claim for failure to identify which terms of the contract had been breached . . . Continue reading Breach of Contract Claim Dismissed for Failure to Identify Which Provision of the Contract Was Breached

When the Interest Rate on Note is Described Differently in Words and Numerals, the Words Control
Commercial Case Notes / Contracts

When the Interest Rate on Note is Described Differently in Words and Numerals, the Words Control

On August 10, 2023, Justice Ruchelsman of the Kings County Commercial Division issued a decision in Shakur v. Fullerton, 2023 NY Slip Op. 32795(U), holding that when the interest rate on a note is described differently in words and numerals, the words control . . . Continue reading When the Interest Rate on Note is Described Differently in Words and Numerals, the Words Control