On June 18, 2024, the First Department issued a decision in EXRP 14 Holdings LLC v. LS-14 Ave LLC, 2024 NY Slip Op. 03325, holding that a contract’s merger clause barred a claim based on an alleged oral agreement, explaining:
As to the counterclaim for promissory estoppel, defendant must allege its reasonable and foreseeable reliance on plaintiff’s alleged promise to reimburse it for the changes it made to the outfitting of the retail unit. The PSA contained a merger clause, stating that the PSA contains the entire agreement between the parties with respect to the subject matter of the PSA and that it may not be modified, changed, or supplemented except by written instrument signed by the party to be charged. Because the specifications for the retail unit were covered in the PSA, defendant’s reliance on any unsigned assurances of reimbursement for changes to those specifications was not reasonable.
(Internal citations omitted).