As mortgage loan transactions continue to become increasingly complex, lenders often worry about the remedies they have if borrowers fail to live up to their obligations. In the event of a default, lenders have the choice under New York’s election of remedies statute (RPAPL § 1301 (1)) to either (i) enforce the note
Oral Modifications to Written Agreements? Better Get Them in Writing Says the Commercial Division
In Castle Restoration & Constr., Inc. v Castle Restoration, LLC, Suffolk County Commercial Division Justice Elizabeth H. Emerson refused to enforce an oral agreement that allegedly modified a prior written agreement between the parties. In this blog post, we see how the Court applied a variety of contractual principals to determine the validity of
Buyer’s Remorse Does Not Constitute Duress, Holds First Department
A recent decision from the First Department reminds us that New York courts are not sympathetic to duress claims when the alleged acts or threatened acts fall within the ambit of the defendant’s rights under a valid agreement.
In Zhang Chang v Phillips Auctioneers LLC, the First Department affirmed Manhattan Commercial Division Justice Jennifer
A New Opportunity to Settle Your Case Quickly with Your Adversary on the Way to Court
It’s no secret to anyone litigating in the Commercial Division over the past couple years during the COVID era that the judges of the Commercial Division have been particularly keen on lightening their dockets by encouraging, and even participating in, the settlement of cases that come before them. That trend is sure to continue in
Limitations on the Rights of Minority Owners in Closely-Held Businesses
Despite all the statutory and common law protections, minority owners remain, in many ways, subject to the whim of the majority. Those considering investment in a closely-held business, negotiating an owners’ agreement, or contemplating litigation are wise to consider the impact of certain key limitations.
Continue Reading Limitations on the Rights of Minority Owners in Closely-Held Businesses
Commercial Division Says, “Nope, Not Enough” When Using Local Counsel to Establish Personal Jurisdiction
Commercial transactions often involve parties from different states. When a dispute arises between diverse parties, the question of whether a party can obtain personal jurisdiction over a defendant becomes critical. This issue becomes even more apparent when the defendant is a foreign corporation that conducts business across the world. In a recent decision from the
Asserting an Equitable Defense or Counterclaim? “Waive” Your Jury Goodbye!
Most New York practitioners are aware that certain causes of action are triable by a jury, while other claims are triable only by the court. For example, causes of action for money damages, such as tort claims, contract claims, and certain statutory claims, are triable by a jury, while equitable claims, such as claims for
The Rights of Minority Owners in Closely-Held Businesses
The pages of this blog are filled with cases pitting a minority owner of a closely-held business—most often a corporation or an LLC—against the majority. Books and records proceedings, derivative actions brought on behalf of the company, bids for dissolution, and cases seeking to enforce the terms of the owners’ agreement,
Commercial Division Says Plaintiffs Can’t Have Their Cake and Eat it Too When it Comes to Breach and Anticipatory Breach
When a party to a contract repudiates, the non-repudiating party is faced with two options: (1) treat the repudiation as an anticipatory breach, terminate the contract and seek damages; or (2) continue to treat the contract as valid and await the time for performance before bringing suit. In a recent decision from the Suffolk County
All You Need Is Love… And An Articulable Nexus Of Fraud
What can you do when the parties you are suing are effectively judgment-proof? Oftentimes, plaintiffs will try to go after a defendant’s family member or related entity. However, as we see in a recent case from the courtroom of Manhattan Commercial Division Justice Robert R. Reed, New York courts require more than just a