On February 22, 2022, the First Department issued a decision in Delucca v. Hayfin Capital Holdings Ltd., 2022 NY Slip Op. 01119, holding that a “no bad faith” clause barred dismissal of a claim for the breach of the covenant of good faith and fair dealing . . . Continue reading No Bad Faith Clause Bars Dismissal of Good Faith and Fair Dealing Claim
On February 22, 2022, the First Department issued a decision in Arici v. Poma, 2022 NY Slip Op. 01114, holding that a promissory note constituted a novation that replaced the defendant’s prior obligation under a stock purchase agreement . . . Continue reading Novation Extinguished Contractual Obligation and Replace it With Obligation Under Promissory Note
On February 15, 2022, the First Department issued a decision in Rising Sun Constr. L.L.C. v. CabGram Dev. LLC, 2022 NY Slip Op. 00989, holding that a fraudulent inducement claim cannot be based on a party’s alleged intention not to perform a contract . . . Continue reading Fraudulent Inducement Claim Cannot be Based on Alleged Lack of Intention to Perform a Contract
On February 15, 2022, the First Department issued a decision in Apollo Mgt., Inc. v. Cernich, 2022 NY Slip Op. 00964, holding that the term “affiliate” can refer to individuals as wells as business entities . . . Continue reading “Affiliate” Can Refer to Individuals as Well as Business Entities
On February 7, 2022, Justice Reed of the New York County Commercial Division issued a decision in Bersin Props., LLC v. Nomura Credit & Capital, Inc., 2022 NY Slip Op. 50084(U), holding that the affirmative defense of impossibility cannot be based on mere financial hardship . . . Continue reading Affirmative Defense of Impossibility Cannot Be Based on Mere Financial Hardship
On February 9, 2022, Justice Emerson of the Suffolk County Commercial Division issued a decision in Castle Restoration, LLC v. Castle Restoration & Constr., Inc., 2022 NY Slip Op. 50082(U), refusing to enforce an alleged oral modification to a written contract . . . Continue reading Court Refuses to Enforce Alleged Oral Modification to a Written Contract
On January 14, 2022, Justice Borrok of the New York County Commercial Division issued a decision in BSDT 2012 LLC v. H F Z Capital Group LLC, 2022 NY Slip Op. 30151(U), holding that a guarantor was bound by a guaranty that was signed by his agent without his permission . . . Continue reading Guarantor Bound by Guaranty Signed by His Agent Without Permission
On January 10, 2022, Justice Borrok of the New York County Commercial Division issued a decision in K-Land Lex 47th LLC v. Lex 47th Prop. Owner LLC, 2022 NY Slip Op. 30075(U), declining to dismiss a claim based on the failure to negotiate in good faith . . . Continue reading Obligation to Negotiate in Good Faith Enforceable
On January 12, 2022, the Second Department issued a decision in KTG Hospitality, LLC v. Cobra Kitchen Ventilation, Inc., 2022 NY Slip Op. 00171, rejecting a breach of contract claim based on a third-party beneficiary theory because the plaintiff was neither named in the contract nor entitled to enforce it . . . Continue reading Plaintiff Not Named in Contract Not Third-Party Beneficiary of That Contract
On December 8, 2021, Justice Walker of the Eighth Judicial District Commercial Division issued a decision in Amherst II UE LLC v. Fitness Intl., LLC, 2021 NY Slip Op. 51289(U), holding that the COVID-19 pandemic did not render a lease valueless and so rejected a frustration of purpose defense . . . Continue reading Court Rejects Frustration of Purpose Defense Because Pandemic Did Render Lease Valueless
