Application of a Company’s By-Laws to Director Deadlock
- Jun 20 2023
A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case …
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First Department Holds that Term Sheet is Not a Binding Contract
- Jun 16 2023
By Jonathan H. Freiberger Generally speaking, “term sheets” outline the basic terms of a transaction being negotiated by the parties thereto. This Blog has previously addressed the enforceability of “term …
Collateral Estoppel, Finality of Arbitration and Newly Discovered Evidence
- Jun 14 2023
By: Jeffrey M. Haber The doctrine of collateral estoppel prevents a party from relitigating an issue that was “raised, necessarily decided and material in the first action,” provided the party …
Fraud Claims That Are Duplicative of Contract Claims, Until They Are Not
- Jun 12 2023
By: Jeffrey M. Haber A common theme in commercial litigation is the assertion of a breach of contract claim and a fraudulent inducement claim. Where both claims are asserted, more …
For Want of a Postage Stamp, the Foreclosure Action Was Lost
- Jun 9 2023
By Jonathan H. Freiberger This Blog has frequently written about RPALP 1304. By way of background, and as previously noted in this Blog, RPAPL 1304 requires that at least ninety …
Derivative Standing and The Internal Affairs Doctrine
- Jun 5 2023
By: Jeffrey M. Haber The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should have the authority to regulate a corporation’s internal affairs—matters …
Conspiracy Theory Jurisdiction. Who Knew?
- May 31 2023
By: Jeffrey Haber Section 3211(a)(8) of the Civil Practice Law and Rule (“CPLR”) allows a party to “move for judgment dismissing one or more causes of action asserted against him on …
Assignees Beware: The Right to Assert a Fraud Claim Related to A Contract or Note Does Not Automatically Transfer with The Assignment of the Contract or Note
- May 26 2023
Query: does the recipient of an assignment via a contract or a note automatically have the right to assert tort claims, including fraud claims, arising from that contract or note? In …
Penalty Provisions and Liquidated Damages Clauses Cut From The Same Cloth
- May 22 2023
By: Jeffrey Haber Commercial contracts typically include a liquidated damages provision that allows for the payment of a predetermined amount of damages in the event of a breach by one …
Second Department Finds Triable Issue of Fact as to the Question of Seller’s Oral Waiver of Time of the Essence Closing Date in Real Estate Contract
- May 19 2023
By Jonathan H. Freiberger The question of when parties must close title on a real estate transaction is often answered by another question – has either party sent a “time …
