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You Can’t Always Waive Bye-Bye to Statutes of Limitation
In general, statutes of limitation govern the time in which a cause of action must be interposed after accrual.

Jonathan Freiberger
7 hours ago5 min read


Caveat Emptor in an “As Is” World: Fraud in The Purchase and Sale of Real Property
In New York, the doctrine of caveat emptor — “let the buyer beware” — remains an important principle in residential real estate transactions. Unlike many other states that require extensive seller disclosures, New York adheres to a more traditional approach: absent fraud, active concealment, or a special relationship, a seller has no general duty to volunteer information about defective conditions in the property.

Jeffrey Haber
2 days ago7 min read


Enforcement News: SEC Cracks Down on Misuse of Investor Funds in Investment Pools
On June 5, 2026, the SEC charged an investment adviser and related entities with a multi-year fraud involving a pooled investment fund that raised about $4 million from 28 investors. The SEC alleged the defendant misappropriated and commingled funds, concealed losses exceeding $3.6 million, and diverted assets for personal use.

Jeffrey Haber
4 days ago8 min read


Board Authority and Shareholder Approval: A Case Study in Director Removal and Invalid Bylaw Amendments
Under Section 706(a) of the New York Business Corporation Law (“BCL”), a director may be removed for cause either by shareholder vote or, where authorized by shareholder-adopted bylaws, by action of the board. In addition, where a corporation’s governing bylaws leave “cause” undefined, the board retains broad discretion to determine whether sufficient grounds for removal exist, subject to the business judgment rule.

Jeffrey Haber
7 days ago7 min read


Implying An Agreement: New York’s Implied‑in‑Fact Contract Doctrine in Theory and Practice
Implied‑in‑fact contracts under New York law arise from conduct rather than explicit agreement, requiring objective evidence of mutual assent, definite terms, and an intent to be bound. They are fully enforceable but subject to important limitations, including the preclusive effect of governing express contracts.

Jeffrey Haber
Jun 88 min read


How Much Can A Subcontractor Collect on Its Mechanics’ Lien?
Mechanics’ liens are powerful tools available to, inter alia, contractors, laborers, and materialmen when they are not paid for their work in improving real property.

Jonathan Freiberger
Jun 55 min read


Fraud Allegations Dismissed Due To Bankruptcy Non-Disclosure
In Rubin v. Hodes, the Appellate Division, Second Department, affirmed the dismissal of fraud and loan repayment claims brought by a former majority shareholder of a healthcare company. However, the courts never reached the merits of those claims because the plaintiff failed to disclose his stock interests and promissory notes in a prior bankruptcy proceeding.

Jeffrey Haber
Jun 16 min read


The Second Department Applies the Relation-Back Doctrine to Add a Party to a Foreclosure Action More than a Decade after Commencement of Same
Today’s BLOG deals with the “Relation-Back Doctrine” (the “Doctrine”)[1], which, inter alia, “allows a claim asserted against a defendant in an amended filing to relate back to claims previously asserted against a codefendant for Statute of Limitations purposes where the two defendants are “‘united in interest.’”

Jonathan Freiberger
May 295 min read


First Department Affirms Dismissal of Alter Ego Allegations Based on Conclusory Pleading
Under New York law, alter ego liability, often referred to as piercing the corporate veil, is a doctrine that permits a court to disregard the corporate form and hold an individual officer, director, or owner liable where that person exercised domination and control over the entity and used that domination and control to commit a fraud or wrong that injured the plaintiff.

Jeffrey Haber
May 277 min read


When Fraud Is Not Redundant: The Intersection of Merger Clauses and Duplicative Claims Doctrine
Merger clauses and the duplication of claims doctrine often operate to limit the availability of fraudulent inducement claims alongside breach of contract claims.

Jeffrey Haber
May 257 min read


It’s Settled – When to Settle an Order Pursuant to 22 NYCRR 202.48
When a court issues a decision and order that is self-effectuating, nothing further from the parties is required. Sometimes, however, a court’s decision will direct that the prevailing party either: (a) submit an order or judgment for the court to consider; or, (b) submit or settle an order or judgment, on notice, for the court’s consideration.

Jonathan Freiberger
May 224 min read


When “Some, All, or None” Means Something Different: Ambiguity in Contractual Duties and Compensation
Contract interpretation principles require courts to give effect to the parties’ intent as expressed in the plain language of their agreement, while reading the contract as a whole and avoiding constructions that render provisions meaningless.

Jeffrey Haber
May 207 min read


Breaking Ground or Breaking Promises: Dispute Over $1.075 Million Construction Claim
In today’s article, we examine Kingdom Assoc., Inc. v. WBC Servs. Inc., 2026 N.Y. Slip Op. 03070 (1st Dept. May 14, 2026), a case arising from a proposed subcontract for excavation and foundation work on a New York City project.

Jeffrey Haber
May 184 min read


The Filing of a Settlement Conference RJI Insufficient -- This Time -- to Avoid Dismissal Under CPLR 3215(c)
CPLR 3215(c) mandates dismissal of a complaint as abandoned if a plaintiff fails to take proceedings for a default judgment within one year of a defendant’s default, unless “sufficient cause” (a reasonable excuse and potentially meritorious claim) is shown. Recent cases clarify what qualifies as “taking proceedings.”

Jonathan Freiberger
May 154 min read


Judgment Debtors as LLC Members: How LLC Law § 607 Constrains Creditor Remedies
New York’s Limited Liability Company Law § 607 limits the remedies available to a creditor when the judgment debtor is an LLC member, confining recovery to the member’s economic interest and prohibiting any direct interference with LLC property. As demonstrated in Finance Holding Co., LLC v. Farzam, 2026 N.Y. Slip Op 31868(U) (Sup. Ct., N.Y. County Apr. 7, 2026), courts use the statute to protect the separation between the LLC and its members.

Jeffrey Haber
May 138 min read


Enforcement News: Affinity Fraud on U.S. Naval Personnel
Affinity fraud is a form of financial fraud that relies on social connections and trust. It most often occurs within identifiable groups, such as religious, cultural, or ethnic communities, or social organizations, where members share common values, experiences, or identities. Rather than approaching targets as strangers, those promoting the scheme position themselves as insiders, using familiarity and perceived credibility to create comfort and reduce skepticism.

Jeffrey Haber
May 116 min read


Mechanics’ Liens and Discharge Bonds
Mechanics’ liens are powerful tools available to, inter alia, contractors, laborers and materialmen when they are not paid for their work in improving real property.

Jonathan Freiberger
May 85 min read


Disclosure as Defense: When Written Offering Materials Negate Claims of Fraudulent Misrepresentation
In Cortlandt St. Recovery Corp. v. TPG Capital Mgt., L.P., 2026 N.Y. Slip Op. 02775 (1st Dept. May 5, 2026), the Appellate Division, First Department, examined the limits of fraud claims arising from complex private‑equity financing transactions.

Jeffrey Haber
May 66 min read
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