Contract Law

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

Fiduciary Duty Established by Contract May Be Released by Contract, Too

Posted: / By: , Categories: Art Law, Contract Law, Fiduciary Duties

In Stephanie Clegg v. Sotheby’s, 23-cv-01995, 2003 WL 8281487 (S.D.N.Y. Nov. 30, 2023), the Southern District of New York held that the fiduciary duties of a consignee could be defined by a written consignment agreement and further modified by subsequent written agreements between the parties… 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

Summary Judgment in Lieu of Complaint Granted After Unopposed Showing of Default on Commercial Lease Guarantees

Posted: / By: , Categories: Contract Law, Summary Judgment

In 1619-1625 Amsterdam Avenue, LLC v. Costa Casvikes, Case No. 652037/2022 (July 7, 2022), the court granted an unopposed summary judgment in lieu of complaint to a plaintiff property owner seeking payment under two guarantees of a commercial lease… Read more

Conversion Claims Fail Where Duplicative of Breach of Contract Claims

Posted: / By: , Categories: Contract Law, Torts

In Westcon Grp., Inc. v. CCC Technologies, Inc., 7:19-cv-02303 (PMH) (S.D.N.Y. Sep. 12, 2022), the court granted summary judgment dismissing a conversion claim as duplicative of a cause of action for breach of contract… Read more

Claims Against International Cargo Broker Preempted by Montreal Convention

Posted: / By: , Categories: Contract Law, International Law

In A.S.A.P Logistics, Ltd. v. UPS Supply Chain Solutions, Inc., 20-CV-4553 (E.D.N.Y. Sep. 19, 2022), the court dismissed breach of contract and tort claims as preempted by the Montreal Convention… Read more

SDNY Awards Rule 11 Sanctions for Complaint over Speculative Allegations

Posted: / By: , Categories: Contract Law, Sanctions

In (RC) 2 Pharma Connect, LLC v. Mission Pharmacal Co., 1:21-cv-11096 (S.D.N.Y. Sep. 14, 2022), the district court imposed Rule 11 sanctions against plaintiff for filing pleadings based on speculative allegations of breaches of 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