On October 24, 2024, the First Department issued a decision in Noyack Med. Partners LLC v. OSK IX, LLC, 2024 NY Slip Op. 05286, holding that a party waived its claim based on the failure timely to close a transaction by continuing to negotiate the transaction, explaining:
The court correctly granted plaintiff’s motion, in part, by determining that plaintiff’s breach in failing to close on the parties’ taxi medallion purchase and sale agreement (PSA) by the January 2021 expiration date was waived by defendant. Negotiations between the parties continued after plaintiff’s failure to meet the PSA’s January 17, 2021 expiration date, and defendant admitted in contemporaneous documents, sworn statements made during this litigation, and in deposition testimony that (1) they understood they had the right to terminate the PSA, but (2) they still wanted to close the deal with plaintiff, and therefore gave plaintiff more time. Further, defendant failed to establish as a matter of law that plaintiff breached the PSA and that defendant was entitled to the down payment as damages. Based on the foregoing, the court correctly denied defendant’s motion.
(Internal quotations omitted).