On March 8, 2022, the First Department issued a decision in Valentino U.S.A., Inc. v. 693 Fifth Owner LLC, 2022 NY Slip Op. 01431, rejecting pandemic-based defenses to complying with a lease . . . Continue reading Court Rejects Pandemic-Based Defenses to Complying with Lease
On March 3, 2022, the First Department issued a decision in Bank of Am., N.A. v. ASD Gem Realty LLC, 2022 NY Slip Op. 01379, holding that an agent for an undisclosed principal was liable under a contract . . . Continue reading Agent for Undisclosed Principal Liable Under Contract
On January 31, 2022, Justice Ruchelsman of the Kings County Commercial Division issued a decision in SMG Auto. Holdings LLC v. Kings Auto. Holdings, LLC, 2022 NY Slip Op. 30389(U), holding that misnaming a guarantor does not make a guaranty unenforceable . . . Continue reading Misnaming Guarantor Does Not Make Guaranty Unenforceable
On February 24, 2022, the First Department issued a decision in Parlux Fragrances, LLC v. S. Carter Enters., LLC, 2022 NY Slip Op 01250, holding that the covenant of good faith and fair dealing applies where a party has discretion in how it performs a contractual duty . . . Continue reading Covenant of Good Faith and Fair Dealing Applies Where a Party Has Discretion in Performing Contract
On February 22, 2022, the First Department issued a decision in Innovative Concepts & Design, LLC v. AL Infinity, LLC, 2022 NY Slip Op. 01122, upholding a dispute resolution clause that gave a licensor the sole discretion to determine the scope of a license . . . Continue reading Court Upholds Dispute Resolution Clause Giving Licensor Sole Discretion to Determine Scope of License
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
