Justia New York Court of Appeals Opinion Summaries

In IRB-Brasil Resseguros, S.A. v. Inepar Invs., S.A., the Court of Appeals held that, where parties include a New York choice-of-law clause in a contract, such a provision demonstrates the parties’ intent that courts not conduct a conflict-of-laws analysis. In the instant case, Plaintiff was a New York not-for-profit corporation that administered a retirement plan and a death benefit plan. Decedent was enrolled in both plans. Decedent named Appellants as beneficiaries. Both plans stated that they shall be governed by and construed in accordance with New York law. After Decedent died, a Colorado court admitted his will to probate. Plaintiff was unsure to whom the plan benefits should be paid after Decedent’s death and commenced a federal interpleader action against Decedent’s Estate, the personal representative (PR) of the Estate, and Appellants. A federal district court directed Plaintiff to pay the disputed funds to the PR, concluding that Colorado’s revocation law terminated any claims to the plans by Appellants. On appeal, the Second Circuit Court of Appeals certified questions to the Court of Appeals. The Court of Appeals answered by extending the holding in IRB to contracts that do not fall under Gen. Oblig. Law 5-1401 and clarifying that this rule obviates the application and both common-law and conflict-of-laws principles and statutory choice-of-law directives, unless the parties expressly indicate otherwise. View "Ministers & Missionaries Benefit Bd. v. Snow" on Justia Law

James Pyne, who died during these proceedings, was the founder and sole stockholder of Remet Corporation. Pyne sold Remet’s stock and facilities, along with real property he had been leasing to Remet, to Burmah Castro Holding, Inc. The sales agreement contained an indemnification provision obligating Pyne to indemnify, defendant, and holder the buyer harmless for certain environmental losses. Remet later received a letter from the Department of Environmental Conservation (DEC) notifying Remet that it was a potentially responsible party for environmental contamination at the Erie Canal Site adjacent to Remet’s real property. Remet filed notices of claim against Pyne’s estate seeking indemnification for environmental liabilities under the sales agreement. Remet then brought this action against the Estate asserting claims for contractual and common-law indemnification. Supreme Court granted Remet summary judgment on liability. The Appellate Division reversed, concluding that DEC’s letter did not require Remet to take action. The Court of Appeals reversed, holding (1) the letter was sufficiently coercive and adversarial as to require action in connection with any environmental law pursuant to the sales agreement; and (2) Remet was entitled to contractual indemnification for past and future environmental losses arising out of DEC’s investigation and remediation of the Erie Canal Site. View "Remet Corp. v. Estate of Pyne" on Justia Law

Plaintiff filed an amended complaint claiming to have rendered to Defendants financial advisory services for nine project groups of investment opportunities. Plaintiff sought recovery based on theories of quantum meruit and unjust enrichment. Defendants moved to dismiss the amended complaint, contending that the claims for compensation for the advisory services Plaintiff allegedly performed were subject to the statute of frauds. Supreme Court dismissed the amended complaint in part. The Appellate Division modified by granting the motion in its entirety and dismissing the amended complaint. The Court of Appeals modified the Appellate Division’s order by denying those parts of Defendants’ motion seeking to dismiss the amended complaint with respect to five of the nine project groups, holding that the statute of frauds does not bar the causes of action with respect to those groups. View "JF Capital Advisors, LLC v. Lightstone Group, LLC" on Justia Law

Plaintiffs-insurance intermediaries were Brown & Brown, Inc., a Florida corporation, and its New York subsidiary, Brown & Brown of New York, Inc. (BBNY). When Theresa Johnson began working for BBNY she signed an employment agreement that contained a Florida choice-of-law provision and a non-solicitation provision precluding Johnson from soliciting, accepting, or servicing any customer of Plaintiffs. One month after Johnson was terminated, she began working for a competitor of BBNY. Plaintiffs commenced this action against Johnson and her new employer (collectively, Defendants) alleging that Johnson breached the employment agreement by soliciting Plaintiffs’ customers. The Appellate Division dismissed the portion of the breach of contract cause of action based on the non-solicitation provision, concluding that the provision was overbroad and unenforceable and that the choice-of-law provision was unenforceable as against public policy. The Court of Appeals reversed, holding (1) the agreement’s choice-of-law provision was unenforceable in relation to the non-solicitation provision; and (2) questions of fact existed as to whether Plaintiffs engaged in overreaching or used coercion to obtain the non-solicitation restrictive covenant, and therefore, dismissal was inappropriate. View "Brown & Brown, Inc. v Johnson" on Justia Law

Two certificateholders in ACE Securities Corp., Home Equity Loan Trust sued DB Structured Products (DBSP) for failure to repurchase loans that purportedly did not conform to the representations and warranties of DBSP, which sponsored the transaction. The Trust later sought to substitute itself as plaintiff in place of the certificateholders. DBSP moved to dismiss the complaint as untimely, arguing that the Trust’s claims accrued as of March 28, 2006, more than six years before the Trust filed its complaint. DBSP further contended that the certificateholders did not validly commence this action and lacked standing to sue. Supreme Court denied DBSP’s motion to dismiss and held the Trust’s action to be timely.The Appellate Division reversed. The Court of Appeals affirmed, holding (1) the Trust’s cause of action against DBSP for breach of representations and warranties accrued at the point of contract execution on March 28, 2006; and (2) even assuming that the certificateholders possessed standing to sue, the two certificateholders did not validly commence this action because they failed to comply with the contractual condition precedent to suit. View "ACE Sec. Corp. v DB Structured Prods., Inc." on Justia Law

Defendant was a CEO and director of now bankrupt Agra Services of Canada, Inc (Agra Canada) and an officer and director of Agra USA. Agra Canada entered into a purchase agreement with Cooperative Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank) under which Rabobank purchased and financed certain receivables of Agra Canada. Thereafter, Defendant and Eduardo Guzman Solis, Agra Canada’s president and a manager of both Agra businesses, signed personal guarantees in favor of Rabobank. After Guzman Solis died, an investigation revealed fraudulent receivables based on nonexistent transactions submitted by Guzman Solis. Rabobank sued Agra Canada, Agra USA, and the estate of Guzman Solis seeking to recover the millions of dollars owed to Rabobank under the purchase agreement and guarantees. Defendant appeared represented by counsel but failed to retain counsel for Agra USA. The district court entered default judgment against Agra USA. Rabobank then filed this action in state court alleging that Defendant was liable under the guaranty. The Appellate Division granted Rabobank summary judgment. Defendant appealed, arguing that the default judgment against him was obtained by Rabobank’s collusion. The Court of Appeals affirmed, holding (1) Defendant’s collusion claim constituted a defense barred by the language in the guaranty; and (2) Defendant’s claim of collusion was contradicted by the record. View "Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A. v. Navarro" on Justia Law

After a jury trial, Defendant was found guilty of two counts of rape in the third degree, criminal sexual act in the third degree, sexual abuse in the third degree, and endangering the welfare of a child. The Appellate Division affirmed, concluding that the trial court did not abuse its discretion in denying Defendant’s motion for a mistrial or to strike the complainant’s prompt outcry testimony elicited by the People in disregard of the prosecutor’s pre-trial representation that no such testimony would be offered. The Appellate Division affirmed. The Court of Appeals reversed and ordered a new trial, holding that Supreme Court erred by denying Defendant a remedy for the unfair and prejudicial surprise. View "People v. Shaulov" on Justia Law

Phillip Khalil was employed with Front, Inc. for approximately seven years. Khalil later informed Front that he intended to resign to take a position with Eckersley O’Callaghan Structural Design (EOC), one of Front’s competitors. Front, however, terminated Khalil’s employment upon discovering that he worked on several side projects for Front’s competitors, including EOC, in violation of the terms of his employment contract. Front retained Meister Seelig & Fein LLP (MSF), whose attorney sent a letter to Khalil making certain demands. The attorey then sent a letter to EOC making demands nearly identical to those made in the letter to Khalil. Khalil and EOC failed to comply with Front’s demands. Front subsequently commenced an action against Khalil and EOC alleging, inter alia, civil conspiracy and misappropriation of trade secrets. Khalil commenced a third-party action against MSF and its attorney (collectively, MSF), asserting a cause of action for libel per se based upon statements made by MSF in its letter to Khalil. Supreme Court determined that the letter to Khalil was absolutely privileged and dismissed the third-party action against MSF. The Appellate Division affirmed. The Court of Appeals affirmed, holding that because the letters were written in the preliminary stages of an anticipated action, they were properly subject to a qualified privilege. View "Front, Inc. v. Khalil" on Justia Law

In 2005, Barclays Bank PLC, a major global bank based in the United Kingdom, and BDC Finance LLC, a Connecticut-based hedge fund, entered into a series of transactions that were memorialized in several forms, including a Master Agreement. In 2008, Barclays sent BDC a letter terminating the Agreement due to BDC’s alleged default. BDC filed this action for breach of contract and declaratory judgment. Barclays counterclaimed alleging corresponding causes of action. Both parties moved for summary judgment. The Appellate Division granted BDC’s motion to dismiss, concluding that Barclays breached the agreements and was not entitled to summary judgment on its counterclaims. The Supreme Court modified the judgment of the Appellate Division, holding that material issues of fact existed as to whether Barclays defaulted under the parties’ contract and, thus, neither party was entitled to summary judgment. View "BDC Finance LLC v. Barclays Bank PLC" on Justia Law

Plaintiff, a property owner, and Defendant, a tenant, entered into a one-year commercial rental lease agreement. Prior to the end of the one-year term, the parties extended the lease for a nine-year term. Several months after executing the lease extestion, Defendant vacated the premises and ceased paying rent. Plaintiff commenced this action for rent arrears and an amount equal to the future remaining rent owed on the lease. Supreme Court entered judgment for Plaintiff in the amount of $1,488,604, consisting of the rent remaining due under the lease, reduced by the amount of rent Plaintiff was able to collect by reletting the premises. Defendants appealed, arguing that Plaintiff was barred from collecting unpaid future rents pursuant to an acceleration clause in the leasehold agreement. The Court of Appeals affirmed as modified, holding that the court below erred by limiting the damages hearing to whether Plaintiff relet the premises without allowing Defendants the opportunity to present evidence that the undiscounted accelerated rent amount was disproportionate to Plaintiff’s actual losses, notwithstanding that Plaintiff had possession and no obligation to mitigate. View "172 Van Duzer Realty Corp. v Globe Alumni Student Assistance Ass’n, Inc." on Justia Law