On June 10, 2022, Justice Cohen of the New York County Commercial Division issued a decision in Noor Staffing Group, LLC v. Christoforou-Gioules, 2022 NY Slip Op. 31853(U), holding that a contractual duty to negotiate is not breached by a failure to agree after good faith negotiations, explaining:
The only remaining claim in this action is that Defendants breached a duty in the Employment Agreement to negotiate in good faith a separate administrative-services agreement between Plaintiff and Defendants’ company, nonparty All in 1 SPOT (“All in l”). The plain language of the Employment Agreement makes clear that the successful negotiation of an administrative-services agreement between All in 1 and Plaintiff was a condition precedent to any contractual obligation to retain Plaintiff. It is well settled that parties may enter into a binding contract under which the obligations of the parties are conditioned on the negotiation of future agreements. In such a case, the parties are obliged to negotiate in good faith. But that
(Internal quotations and citations omitted).
obligation can come to an end without a breach by either party. Defendants’ obligation under the Employment Agreement
in this respect was to negotiate in good faith. Defendants were neither bound to agree to a contract nor to continue the negotiating process.