On May 22, 2025, the First Department issued a decision in Telefonica S.A. v. Millicom Intl. Cellular S.A., 2025 NY Slip Op. 03153, holding that a defendant liable for failing to close a transaction was liable for pre-judgment interest only on the plaintiff’s loss, not the entire transaction price, explaining:
Supreme Court should not have awarded prejudgment interest on the full contract price from the closing date until the date of the replacement transaction. CPLR 5001 governs prejudgment interest in contract cases, providing that prejudgment interest shall be recovered upon a sum awarded because of a breach of performance of a contract. Expectation damages provide the general measure of damages in a breach of contract case under New York law. In the case of a breach of a share purchase agreement, expectation damages are calculated as the difference between the agreed price of the shares and the fair market value at the time of the breach. Accordingly, we remand to Supreme Court for further proceedings to determine the amount of damages, if any, during the relevant periods from the time of the breach to date for which prejudgment interest under CPLR 5001 should be available, including the period from the time of the breach until the replacement transaction.
(Internal quotations and citations omitted).