On April 14, 2026, the Appellate Division, First Department issued a decision in which it reiterated the limits of fraud claims in the corporate governance context. In Massoumi v. Ganju, 2026 N.Y. Slip Op. 02208 (1st Dept. Apr. 14, 2026), the Court unanimously affirmed summary judgment dismissing fraud claims brought by a former chief executive officer who alleged that his fellow executives and directors misled him in advance of a board meeting that resulted in his removal.

Courts will dismiss breach of contract claims based on nondisclosure agreements where the plaintiff fails to identify specific confidential information allegedly misused. And fraud claims fail as a matter of law when a sophisticated party relies on oral assurances contradicted by written disclosures.

By: Jeffrey M. Haber In Minihane v. Brown , 2026 N.Y. Slip Op. 01505 (2d Dept. Mar. 18, 2026), the Appellate Division, Second Department, addressed when the statute of limitations begins to run on a demand promissory note. The defendant borrowed $19,000 pursuant to a note that provided repayment was due only upon written demand, which could be made no earlier than January 1, 2015. Although the lender did not make a demand until September 2023, the borrower argued that the six

Under Limited Liability Company Law §  609(a), a member or manager of a limited liability company is not personally liable for the LLC’s debts, obligations, or liabilities solely by reason of being a member or acting in that capacity. Applying this rule, the courts in 27-21 27th St. Sponsors, LLC v. Kanta , 2026 N.Y. Slip Op. 01273 (1st Dept. Mar. 05, 2026), held that a minority member of an LLC could not be sued individually for the LLC’s obligations, as the operating agreem

By:  Jeffrey M. Haber The doctrine of frustration of purpose is narrowly applied.¹ “In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense.”² In other words, the doctrine will not apply “unless the frustration is substantial.”³ However, “frustration of purpose … is not available where the event which prevented pe

In BH 336 Partners LLC v. Sentinel Real Estate Corp., 2026 N.Y. Slip Op. 00305 (1st Dept. Jan. 22, 2026), the Appellate Division, First Department, modified an order denying in part a motion to dismiss a complaint containing fraud and fraudulent‑inducement claims arising from Plaintiffs’ purchases of five Manhattan buildings.

In Alphasense, Inc. v. Financial Tech. Partners LP, 2026 N.Y. Slip Op. 00185 (1st Dept. Jan. 15, 2026), the Appellate Division, First Department, considered whether Plaintiffs validly terminated an advisory agreement with Defendants under a “Key Man” provision.

In Romano v. Kelly, the Appellate Division, Third Department, affirmed reformation of a settlement agreement based on clear and convincing evidence of mutual mistake.

By: Jonathan H. Freiberger In today’s BLOG article, we again discuss summary judgment in lieu of complaint pursuant to CPLR 3213, which provides, in relevant part: When an action is based upon an instrument for the payment of money only or upon any judgment, the plaintiff may serve with the summons a notice of motion for summary judgment and the supporting papers in lieu of a complaint. The summons served with such motion papers shall require the defendant to submit answering

“[A] release that, by its terms, extinguishes liability on any and all claims arising in connection with specified matters is deemed to encompass claims of fraud relating to those matters, even if the release does not specifically refer to fraud and was not granted in settlement of an actually asserted fraud claim.

New York’s CPLR 3213 allows a plaintiff to seek summary judgment in lieu of a complaint when liability for a sum certain is evident from an instrument for the payment of money only, such as a promissory note or unconditional guaranty. This expedited procedure avoids delays inherent in filing and answering a complaint.

In today’s article, we examine Epstein v. Cantor, 2025 N.Y. Slip Op. 06989 (2d Dept. Dec. 17, 2025) (Epstein I), and Epstein v. Cantor, 2025 N.Y. Slip Op. 06990 (Dec. 17, 2025) (Epstein II) (collectively, Epstein), related cases involving, among other things, New York’s partnership law.

In any contract dispute, “it is necessary to consider the language in the contract, for that is what controls the parties’ rights and responsibilities.” For this reason, New York courts “are guided by the standard rules of contractual interpretation, which provide that ‘a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.’”

In today’s article, we explore New York’s heightened pleading standard for defamation per se and defamation by implication.

In Sire Spirits, LLC v. Beam Suntory, Inc., 2025 N.Y. Slip Op. 06297 (1st Dept. Nov. 18, 2025), the Appellate Division, First Department affirmed the denial of a motion to amend a complaint seeking damages for “diminution of enterprise value” due to the alleged fraud.

By:  Jeffrey M. Haber In today’s article, we examine Hofman v. Braun , 2025 N.Y. Slip Op. 34102(U) (Sup. Ct., N.Y. County Oct. 24, 2025) ( here ), a case addressing the statute of limitations for a breach of fiduciary duty claim and the continuous wrong doctrine. In Hofman , plaintiffs alleged that defendant, Seymour Braun, their attorney, initially represented them in forming limited liability companies and negotiating a loan, then engaged in actions adverse to their intere

By: Jeffrey M. Haber Today, we examine familiar principles of contract interpretation, as well as the requirements for judicial dissolution of a partnership.  The Rules of Contract Interpretation It is well-settled in New York that the “‘fundamental, neutral precept of contract interpretation is that agreements are construed in accord with the parties’ intent<,> ’ and ‘ he best evidence of what parties to a written agreement intend is what they say in their writing.’” “‘The

By:  Jeffrey M. Haber In 2019, New York enacted the Uniform Voidable Transactions Act, which repealed and replaced certain provisions of the Debtor and Creditor Law (“DCL”) relating to fraudulent conveyances, which became effective April 4, 2020. Transfers made after April 4, 2020 are governed by the current version of the DCL. The DCL, as amended, permits creditors to void actual and constructive fraudulent transfers. A creditor may void a debtor’s constructive fraudulent t

By:  Jeffrey M. Haber In New York, when interpreting a contract, the words of the writing must be accorded their fair and reasonable meaning, aiming for a practical interpretation that realizes the reasonable expectations of the parties. The court is required to enforce a written agreement according to the plain meaning of its terms when it is complete, clear, and unambiguous on its face.  Although the parties may offer conflicting interpretations of their contract, that do

By:  Jeffrey M. Haber Under New York’s Limited Liability Company Law (“LLCL”) § 702 , a court “may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.” The claim must be brought “ n application by or for a member” of the company. In Matter of Bodenchak v. 5178 Holdings LLC , 2025 N.Y. Slip Op. 05875 (1st Dept. Oct. 23, 2025) ( here ), the Ap