Contract Law

Southern District of New York Holds Parent Company is Not Bound by Arbitration Agreement with Merger Advisor Engaged by the Target Company

Posted: / By: Categories: Arbitration, Contract Law, Declaratory Judgment

In XTI Aerospace, Inc. v. Chardan Capital Markets LLC, 1:24-cv-6590-GHW, 2025 WL 240973 (S.D.N.Y. Jan. 17, 2025), the Southern District of New York held that a parent company is not bound by an arbitration agreement between a merger target and the target’s merger advisor, even post-merger. In March 2025, Travis J. Mock discussed commercial arbitration clauses with … Read more

Refusal to Negotiate SOWs Not a Breach of Duty of Good Faith and Fair Dealing Where Governing Contract Allowed, but Did Not Require, SOWs

Posted: / By: Categories: Contract Law, Good Faith & Fair Dealing

In Skanska USA Building, Inc. v. Regeneron Pharmaceuticals, Inc., 2024 WL 3214731 (S.D.N.Y. Jul. 1, 2024), the Southern District of New York distinguished between master services agreements that contemplate future statements of work (“SOW”) and those that require them.  Under the former, refusal to negotiate future SOWs does not give rise to a claim for … Read more

Federal Court Finds No Alter Ego Even Though Parent Company Was “No Stranger” to Its Subsidiary’s Contract

Posted: / By: Categories: Contract Law, Tortious Interference

In Torricelli v. VB Asset Management, LLC, 23-CV-9176 (VEC), 2024 WL 1718820 (S.D.N.Y. Apr. 22, 2024), the court applied two seemingly contradictory doctrines when dismissing an alter-ego based breach of contract claim under Delaware law and a claim for tortious interference with contract under New York law, each brought against an investment company concerning a contract with its wholly-owned subsidiary.  The court’s decision highlights the fact that courts will respect the twin realities of corporate separateness and a parent company’s role in overseeing its subsidiary… Read more

Statute of Frauds Did Not Preclude Enforcement of Oral Agreement for the Payment of Money Over Period of Years

Posted: / By: , Category: Contract Law

In Robinson v. Synergy Alternative Capital, LLC, 652043/2020 (N.Y. Sup. Ct., N.Y. County), the court held that the statute of frauds did not preclude enforcement of an alleged oral agreement to pay a discretionary bonus over a period of several years, where the company could have paid the bonus within one year… Read more

Rescission of Contract Inappropriate Where Breach Did Not Defeat the Purpose of the Parties’ Agreement

Posted: / By: , Category: Contract Law

In Argutto v. J.P. Hunter Co., Inc., Case No. 623638/2018 (Sup. Ct. Suffolk County, Sep. 22, 2022), the court denied a motion for summary judgment seeking rescission of a contract where the defendant’s breach, though consequential, was not so fundamental as to defeat the purpose of the contract… Read more

Extrinsic Evidence is Inadmissible to Contradict Unambiguous Contract Terms; a Party Cannot Anticipatorily Breach a Contract Obligation that Does Not Exist

Posted: / By: , Category: Contract Law

In Art Works Inc. v. Al-Hadid, Index No. 651267/2021 (N.Y. Sup. Ct., N.Y. County, May 10 2022), the New York Supreme Court held that a consignment agreement did not give an art gallery an ownership interest in an artist’s consigned work. The court also held that a party’s insistence on agreement to terms for a mediation did not constitute anticipatory breach of the contract’s mediation provision… Read more

Online Reviews that Lowered Business’s Star Rating Were “Devious” But Not “Disparaging”

Posted: / By: , Category: Contract Law

In SA Luxury Expeditions, LLC v. Schleien, 22-CV-3825 (S.D.N.Y. Aug. 29, 2022), the court held that fake Trust Pilot reviews that reduced plaintiff’s overall star rating but were not explicitly negative did not constitute “disparaging” remarks as defined by a prior settlement agreement between the parties… Read more