No-Action Clause Did Not Bar Claim Based on Denial of Plaintiff’s Rights Listed in the Indenture
ABS Update / Commercial Case Notes / Contracts

No-Action Clause Did Not Bar Claim Based on Denial of Plaintiff’s Rights Listed in the Indenture

On March 17, 2026, Justice Cohen of the New York County Commercial Division issued a decision in CPPIB Credit Invs. II Inc. v. Deutsche Bank Trust Co. Ams., 2026 NY Slip Op. 31052(U), holding that a no-action clause did not bar a claim based on the denial of a plaintiff’s rights specifically listed in the indenture . . . Continue reading No-Action Clause Did Not Bar Claim Based on Denial of Plaintiff’s Rights Listed in the Indenture

That Merchant Cash Advance Agreement’s Reconciliation Provision Favor’s Plaintiff Does Not Make the Agreement an Usurious Loan
Commercial Case Notes / Contracts / Usury

That Merchant Cash Advance Agreement’s Reconciliation Provision Favor’s Plaintiff Does Not Make the Agreement an Usurious Loan

On February 23, 2026, Justice Weinmann of the Erie County Commercial Division issued a decision in Ilend Advance LLC v. Her Mktg. Concepts, Inc., 2026 NY Slip Op. 50382(U), holding that even though a merchant cash advance agreement’s reconciliation provision may favor the lender, that did not make the agreement an usurious loan . . . Continue reading That Merchant Cash Advance Agreement’s Reconciliation Provision Favor’s Plaintiff Does Not Make the Agreement an Usurious Loan

Statute of Frauds Barred Claim for Breach of Oral Agreement to Negotiate Business Opportunity
Commercial Case Notes / Contracts / Quantum Meruit/Unjust Enrichment

Statute of Frauds Barred Claim for Breach of Oral Agreement to Negotiate Business Opportunity

On February 25, 2026, the Second Department issued a decision in Catalogne v. Class Action Recovery, LLC, 2026 NY Slip Op. 01029, holding that the statute of frauds barred a claim for breach of an oral agreement to assist in the negotiation of a business opportunity . . . Continue reading Statute of Frauds Barred Claim for Breach of Oral Agreement to Negotiate Business Opportunity

Promissory Estoppel Claim Cannot Overcome Fact That Term Sheet Unambiguously Stated That it Was Not a Binding Agreement
Commercial Case Notes / Contracts

Promissory Estoppel Claim Cannot Overcome Fact That Term Sheet Unambiguously Stated That it Was Not a Binding Agreement

On February 9, 2026, Justice Crane of the New York County Commercial Division issued a decision in Yonder Media Mobile Inc. v. FuboTV, Inc., 2026 NY Slip Op. 30466(U), holding that a promissory estoppel claim cannot overcome the fact that a term sheet unambiguously stated that it was not a binding agreement . . . Continue reading Promissory Estoppel Claim Cannot Overcome Fact That Term Sheet Unambiguously Stated That it Was Not a Binding Agreement

Party That Did Not Sign Contract Can Be Liable As Alter Ego of Signer
Commercial Case Notes / Contracts / Veil Piercing/Alter Ego

Party That Did Not Sign Contract Can Be Liable As Alter Ego of Signer

On January 12, 2026, Justice Bannon of the New York County Commercial Division issued a decision in Access Advance LLC v. Shenzhen Geniatech Inc., 2026 NY Slip Op. 30198(U), holding that a party that did not sign a contract can be liable for breach of the contract as an alter ego of a signer . . . Continue reading Party That Did Not Sign Contract Can Be Liable As Alter Ego of Signer

Covenant of Good Faith and Fair Dealing Does Not Require Notice of Termination of Employment Contract
Commercial Case Notes / Contracts

Covenant of Good Faith and Fair Dealing Does Not Require Notice of Termination of Employment Contract

On January 9, 2026, Justice Masley of the New York County Commercial Division issued a decision in Botbol v. Frosch Intl. Travel, Inc., 2026 NY Slip Op. 30091(U), holding that the covenant of good faith and fair dealing did not require notice of termination of an employment contract . . . Continue reading Covenant of Good Faith and Fair Dealing Does Not Require Notice of Termination of Employment Contract

Claim for Breach of Duty of Good Faith and Fair Dealing Based on Same Facts and Damages as Contract Claim Fails
Commercial Case Notes / Contracts

Claim for Breach of Duty of Good Faith and Fair Dealing Based on Same Facts and Damages as Contract Claim Fails

On January 27, 2026, the First Department issued a decision in Carbon Direct Fund II Blocker I LLC v. LanzaTech Global, Inc., 2026 NY Slip Op. 00311, holding that a claim for breach of the implied covenant of good faith and fair dealing based on the same facts, and seeking the same damages, as a breach of contract claim was duplicative and should be dismissed . . . Continue reading Claim for Breach of Duty of Good Faith and Fair Dealing Based on Same Facts and Damages as Contract Claim Fails

No Action Clause Does Not Bar Claims When Demand on the Clause’s Notice Party Would be Futile
ABS Update / Commercial Case Notes / Contracts

No Action Clause Does Not Bar Claims When Demand on the Clause’s Notice Party Would be Futile

On January 3, 2026, Justice Patel of the New York County Commercial Division issued a decision in Axos Fin., Inc. v. Reception Purchaser, LLC, 2026 NY Slip Op. 50019(U), holding that a no action clause did not bar claims when a demand on the clause’s notice party would be futile . . . Continue reading No Action Clause Does Not Bar Claims When Demand on the Clause’s Notice Party Would be Futile