On September 30, 2025, the First Department issued a decision in Henick-Lane, LLC v. Stellar Mgt. Group, Inc., 2025 NY Slip Op. 05190, holding that a breach of contract claim failed for lack of proof of any of the exceptions to the enforcement of a no damages for delay clause, explaining:
Supreme Court correctly applied the no-damages-for-delay clause in the parties’ subcontract to the eight change order requests that underlie plaintiff’s extra work claims. It is undisputed that the plain meaning of the parties’ subcontract controls. Here, the parties’ agreement provides, in relevant part, “[i]f [plaintiff] is obstructed, hindered or delayed in the commencement, prosecution or completion of the Work . . . by [defendants], . . . or by changes in the Work, . . . then [plaintiff] shall be entitled, as its sole and exclusive remedy, to an extension of time for performance of the Work . . . .” All of the change order requests at issue are predicated on obstructions, hinderances, or delays allegedly caused by either defendants or changes in the work. Accordingly, plaintiff’s change order requests are subject to the no-damages-for-delay clause in the parties’ subcontract, notwithstanding plaintiff’s characterization of its change order requests as being for extra work, instead of delay damages.
The court also correctly determined that none of the three Corinno Civetta exceptions apply to this case. First, plaintiff did not raise an issue of fact as to whether defendants’ delays were willful, malicious, or in bad faith. At best, plaintiff adduced evidence of inept administration or poor planning on defendants’ part, which does not negate application of the no damages for delay provision. Second, the delays caused by defendants and changes in the work were expressly contemplated by the parties’ no-damages-for-delay clause. Since the contract provided for change orders, extra work, and acts or omissions by other contracts, such delays were, on their face, contemplated by the parties at the time they entered into the contract. Third, defendants’ failure to provide a crane for plaintiff to perform certain of its work did not constitute a breach of a fundamental obligation of the contract.
Finally, the court properly declined to find that the prevention doctrine bars enforcement of the subcontract’s no-damages-for-delay clause. Pursuant to the prevention doctrine, a party to a contract cannot rely on the failure of another to perform a condition precedent where he has frustrated or prevented the occurrence of the condition. A no-damages-for-delay clause, however, is not a condition precedent, but rather an exculpatory clause.
(Internal quotations and citations omitted).