Under Merger Doctrine, Transfer of Deed Extinguished Breach of Contract Claim

Under Merger Doctrine, Transfer of Deed Extinguished Breach of Contract Claim

On February 15, 2023, the Second Department issued a decision in R. Vig Props., LLC v. Rahimzada, 2023 NY Slip Op. 00887, holding that in a real estate sales transaction, “once the deed is delivered, its terms are all that survive and the purchaser is barred from prosecuting any claims arising out of the contract” . . . Continue reading Under Merger Doctrine, Transfer of Deed Extinguished Breach of Contract Claim

Even When Contract Grants Party Absolute Discretion, That Discretion May not be Exercised Arbitrarily or Irrationally

Even When Contract Grants Party Absolute Discretion, That Discretion May not be Exercised Arbitrarily or Irrationally

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

Court Recognizes Existence of Claim for Tortious Interference With the Implied Covenant of Good Faith and Fair Dealing

Court Recognizes Existence of Claim for Tortious Interference With the Implied Covenant of Good Faith and Fair Dealing

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