As we have written about previously, the Commercial Division has held that certain types of preliminary agreements between parties constitute unenforceable “agreements to agree” under New York law. To avoid this fate, a party seeking to enforce such a contract must, among other things, point to language in the agreement that shows the parties’
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Commercial Division Dismisses Breach-of-Fiduciary-Duty Case on Summary Judgment in Long-Running Familial Dispute
The Albany County Commercial Division has finally taken a years-long, intra-family dispute over the sale of several upstate Dunkin’ Donuts coffee shops off the boil. On February 9, 2023, Justice Richard Platkin granted defendant Ray E. Aley’s (“Aley”) motion for summary judgment to dismiss a complaint brought by two companies controlled by his father-in-law, David…
The Importance of Following Proper Procedure (and the Court’s Instructions)
In Pioneer Bank v. Teal, Becker & Chiaramonte, CPAs, P.C., Justice Platkin of the Albany County Commercial Division denied defendants’ fact-based motion to dismiss brought under CPLR 3211(a)(7) (failure to state a claim) and (c) (allowing conversion to a motion for summary judgment) without prejudice to renew as a motion for summary judgment. The Court…
Commercial Division Dismisses ’33 Act Claim for Lack of Contemporaneous Falsehood
Section 11 of the Securities Act of 1933 (“the 1933 Act”) imposes three independent bases of liability for issuers of securities offerings. Issuers of security offerings are liable for (1) misrepresenting a material fact in offering documents, (2) omitting to state a material fact whose disclosure is legally required, or (3) omitting to state a…
Commercial Division Reiterates that ‘No-Damages for Delay Clauses are Enforceable and a Party Challenging Such Clauses Bears a Heavy Burden’
The Commercial Division’s decision in Five Star Elec. Corp. v. Silverite Constr. Co. Inc.[1] demonstrates the narrow scope, and strict interpretation, of no-damages for delay provisions in a contract. In Five Star, New York County Supreme Court Justice Robert R. Reed dismissed several claims brought by the Five Star Electric Corp. (Five Star) against…
Commercial Division Enforces Standard for Amending Pleadings
The Commercial Division’s decision in Magnetic Parts Trading Limited v. National Air Cargo Group, Inc[1] demonstrates the flexibility and leniency courts embody when adjudicating motions to amend pleadings. In Magnetic Parts, New York County Supreme Court Justice Robert R. Reed granted National Airlines Cargo Group’s (National Airlines) motion for leave to amend its answer…
Commercial Division Enforces Standard for Amending Pleadings
The Commercial Division’s decision in Magnetic Parts Trading Limited v. National Air Cargo Group, Inc[1] demonstrates the flexibility and leniency courts embody when adjudicating motions to amend pleadings. In Magnetic Parts, New York County Supreme Court Justice Robert R. Reed granted National Airlines Cargo Group’s (National Airlines) motion for leave to amend its answer…
Commercial Division Allows Promissory Estoppel to Proceed After Dismissing Contract Claim; Limits Scope of Out-of-State Eavesdropping Law
Does an “agreement to agree” establish an enforceable contract? Not if it fails to provide objective criteria for a court to enforce material terms, according to the Albany County Commercial Division’s decision in Media Logic USA, LLC v. Prinova US, LLC.[1] But all may not be lost for plaintiffs spurned by a promise…
Commercial Division Allows Promissory Estoppel to Proceed After Dismissing Contract Claim; Limits Scope of Out-of-State Eavesdropping Law
Does an “agreement to agree” establish an enforceable contract? Not if it fails to provide objective criteria for a court to enforce material terms, according to the Albany County Commercial Division’s decision in Media Logic USA, LLC v. Prinova US, LLC.[1] But all may not be lost for plaintiffs spurned by a promise…
Updates to Modernize Commercial Division Rule on Motion Papers
On December 16, 2022, Acting Chief Administrative Judge Amaker announced amendments to Commercial Division Rule 16, Motions in General, effective January 3, 2023.[1] The amendments provide for the following:
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