On June 6, 2025, the Fourth Department issued a decision in Vermillion v. Roofing Guys, Inc., 2025 NY Slip Op. 03457, holding that a plaintiff was not entitled to consequential damages when they were not contemplated for when the contract was made, explaining:
Contrary to plaintiff’s contention, consequential damages were not contemplated by the parties when the contract was executed. It is well settled that damages which may be recovered by a party for breach of contract are restricted to those damages which were reasonably foreseen or contemplated by the parties during their negotiations or at the time the contract was executed. In an action seeking damages for breach of contract, a party’s recovery is ordinarily limited to general damages which are the natural and probable consequence of the breach and any additional recovery must be premised upon a showing that the unusual or extraordinary damages sought were within the contemplation of the parties as the probable result of a breach at the time of or prior to contracting.
To determine whether consequential damages were reasonably contemplated by the parties, courts must look to the nature, purpose and particular circumstances of the contract known by the parties as well as what liability the defendant fairly may be supposed to have assumed consciously, or to have warranted the plaintiff reasonably to suppose that it assumed, when the contract was made. Here, plaintiff entered into a bare bones contract with defendant to tear off the roof of the residence, replace all rotted plywood, re-lay architectural shingles, and remove all roofing debris. Inasmuch as the contract makes no mention of consequential damages and contains nothing that could be interpreted as contemplating consequential damages, and no party testified that consequential damages were contemplated when the contract was entered, the court properly precluded testimony or proof of consequential damages.
(Internal quotations and citations omitted).