On June 13, 2023, the First Department issued a decision in RCM Tech. Inc. v. Maric Mech., Inc., 2023 NY Slip Op. 03210, holding that a “whereas” clause did not create contractual rights, explaining:
RCMT’s reliance on the broader indemnity language in the “whereas” clause of the JDA is unavailing, as that clause did not create any right beyond those arising from the operative terms of the document.
(Internal citations omitted).