Justia New York Court of Appeals Opinion Summaries

Plaintiff sold fine art and antiques at public auctions. Plaintiff permitted absentee bidding in addition to traditional in-person bidding. In 2008, Defendant submitted a signed absentee bidder form and submitted a $400,000 bid on a certain item. Defendant successfully outbid a competing bidder, and the chief clerk recorded the winning bid on Plaintiff's clerking sheet. After Defendant failed to pay Plaintiff for the item, Plaintiff commenced this action for breach of contract, seeking damages, including the bid price and the buyer's premium. Both parties filed motions for summary judgment. At issue in this case was whether the clerking sheet and related bidding documents satisfied the Statute of Frauds. Supreme Court granted summary judgment to Plaintiff on liability. The Appellate Division reversed. The Court of Appeals reversed, holding that Plaintiff complied with the statutory requirement of a writing in support of its breach of contract claim, thus establishing an enforceable agreement.View "William J. Jenack Estate Appraisers & Auctioneers, Inc. v. Rabizadeh" on Justia Law

Plaintiffs, former employees of a school district (District), were members of a collective bargaining unit. One plaintiff retired while the 1999-2003 collective bargaining agreement (CBA) was in effect, and the other plaintiffs retired under the 2003-2007 CBA. In 2009, the District informed Plaintiffs that their co-pays would be governed under the terms of the 2007-2012 CBA, resulting in an increase from their previous co-pay charges. Plaintiffs filed this action for breach of contract, alleging that by increasing their co-pays, the District violated the terms of the CBAs in effect when Plaintiffs retired. Supreme Court granted summary judgment for Plaintiffs. The Appellate Division reversed, concluding that the contract did not specify that an equivalent level of coverage would continue during retirement. The Court of Appeals affirmed the order of the Appellate Division as modified, holding (1) the plain meaning of the contract unambiguously established that Plaintiffs had a vested right to the "same coverage" during retirement as they had when they retired; and (2) because an issue of fact remained as to whether the parties intended for the right to the "same coverage" to preclude any modifications to prescription co-pays, it was necessary to remit the case for a hearing on the issue.View "Kolbe v. Tibbetts" on Justia Law

Plaintiff entered into a financial brokerage agreement with Defendant providing that Plaintiff would serve as financial advisor and investment banker in the proposed sale of certain student loan assets owned by Defendant. After Defendant transferred certain distressed assets to a fund created by the Swiss National Bank as part of a 2008 bailout, Plaintiff demanded a commission pursuant to the agreement. Defendant refused to pay. Plaintiff subsequently commenced this action for breach of contract and breach of the covenant of good faith and fair dealing. Supreme Court granted Defendant’s motion to dismiss, concluding that the financial crises and the bailout constituted an unforeseeable event that undermined the purpose of the agreement, which was “the introduction of [Defendant] by [Plaintiff] to a third party buyer.” The Appellate Division reversed. The Court of Appeals reversed, holding that Plaintiffs’ causes of action were conclusively contradicted by the language of the parties’ contract, mandating dismissal of the complaint. View "Morpheus Capital Advisors, LLC v. UBS AG" on Justia Law

Plaintiff sued several defendants in the Delaware Court of Chancery for alleged wrongdoing related to notes purchased by Plaintiff and issued by one of the defendants. Defendants moved to dismiss, claiming that Plaintiff’s claims were barred by a no-action clause contained in the indenture agreement governing Plaintiff’s notes. The Delaware Supreme Court remanded the case for the Court of Chancery for consideration of the issues under New York law. On remand, the Court of Chancery concluded that the majority of Plaintiff’s claims were not barred under the no-action clause and that dismissal and partial dismissal were warranted with respect to the remaining claims because only those claims arose under the indenture. In response to certified questions from the Delaware Supreme Court, the Court of Appeals concluded (1) a trust indenture’s no-action clause that specifically precludes enforcement of contractual claims arising under the indenture, but omits reference to “the Securities,” does not bar a securityholder’s independent common law or statutory claims; and (2) the Court of Chancery correctly found that the no-action clause in this case, which referred only to “this Indenture,” precluded enforcement only of contractual claims arising under the Indenture. View "Quadrant Structured Prods. Co., Ltd. v. Vertin" on Justia Law

IDT Corp. and Tyco International Ltd. litigated and negotiated for fifteen years over the development and use of a telecommunications system. In 2004, IDT claimed that Tyco breached its obligation under a 2000 settlement agreement to negotiate additional agreements in good faith. The Supreme Court dismissed the complaint, concluding that IDT’s claim was unsupported by the record. After the Court’s decision, more negotiations took place. In 2010, IDT again sued Tyco for breach of contract and breach of the duty to negotiate in good faith. The Court of Appeals rejected IDT’s claim, holding that the parties’ obligation to negotiate in good faith came to an end without a breach by either party because the parties had reached a “good faith impasse.” View "IDT Corp. v Tyco Group, S.A.R.L." on Justia Law

On October 18, 2000, Tenant leased Landlord's billboard for fifteen years, commencing on December 1, 2000 and ending September 30, 2015. The lease obligated Tenant to pay the full annual basic rent for 2007 to Landlord on January 1, 2007. Tenant later terminated the lease, effective January 8, 2007, and gave Landlord a check representing rent for the period of January 1, 2007 through January 8, 2007. Landlord filed suit against Tenant seeking the balance of the basic rent for 2007. Tenant moved for summary judgment, suggesting that Landlord agreed to pro-rate rent for 2007 during an oral communication. Supreme Court granted summary judgment for Tenant. The Appellate Division reversed and granted summary judgment for Landlord. The Court of Appeals affirmed, holding that Tenant was obligated to pay the full annual basic rent for the calendar year 2007, the parties did not agree in the lease to apportion rent post-termination except in specified circumstances not relevant here, and Tenant's claim that the parties orally agreed to such apportionment was barred by the lease's "no oral modification" clause. View "Eujoy Realty Corp. v. Van Wagner Commc'ns, LLC" on Justia Law

Plaintiffs here were related entities that leased a building to The Salvation Army. The Salvation Army operated the building as a homeless shelter under an agreement with the City of New York. After the City terminated its agreement with The Salvation Army, The Salvation Army terminated the lease. Plaintiffs brought this action to collect damages from The Salvation Army, claiming that the leased premises were returned in bad condition in violation of the lease. The appellate division concluded that Plaintiffs had adequately pleaded a breach of the lease. The Court of Appeals reversed, holding that Plaintiffs' claim was barred by the plain language of the lease. View "JFK Holding Co. LLC v. City of New York" on Justia Law

Plaintiff, the owner of an apartment building, complained when Armory Plaza, the owner of the lot next to Plaintiff's building, began excavating the lot to make way for a new building. The excavation purportedly caused cracks in the walls and foundations of Plaintiff's building. After Plaintiff's insurer (Defendant) rejected Plaintiff's claims under its policy, Plaintiff brought suit. The U.S. district court granted summary judgment for Defendant, holding that the alleged conduct of Armory and its contractors was not "vandalism" within the meaning of the policy. On appeal, the Second Circuit Court of Appeals certified two questions of law to the New York Court of Appeals, which answered by holding (1) for purposes of construing a property insurance policy covering acts of vandalism, malicious damage may be found to result from an act not directed specifically at the covered property; and (2) the state of mind required to find malicious damage is a conscious and deliberate disregard of the interests of others that the conduct in question may be called willful or wanton. View "Georgitsi Realty, LLC v. Penn-Star Ins. Co." on Justia Law

Petitioner and Ajmal Khan, principal of Verus Investment Holdings, purchased securities in a company to arbitrage a merger between that company and another company (the trade). Petitioner and Khal used Verus' account at Jefferies & Co. and Winton Capital Holding to complete the purchase. After the merger, Jefferies wired to Verus the original investment and profits attributable to the Winton funds. Verus wired the investment money to Winton and the profits to Doris Lindbergh, a friend of Petitioner. Tax authorities later informed Jefferies it owed withholding tax on the trade. Pursuant to an arbitration clause in an agreement between Jefferies and Verus, Jefferies commenced an arbitration against Verus for the unpaid taxes. Verus, in turn, asserted thirty-party arbitration claims against Petitioner, Lindbergh, and others for their share of the taxes. After a hearing, Supreme Court determined that nonsignatories Petitioner and Lindbergh could not be compelled to arbitrate. The Appellate Division reversed, concluding that Petitioner should be estopped from avoiding arbitration because he knowingly exploited and received direct benefits from the agreement between Jefferies and Verus. The Court of Appeals reversed, holding that Petitioner did not receive a direct benefit from the arbitration agreement and could not be compelled to arbitrate. View "Belzberg v. Verus Invs. Holdings Inc." on Justia Law

The Attorney General (AG) sued two of the former officers of American International Group, Inc. (AIG), alleging that Defendants violated the Martin Act and committed common law fraud. Specifically, the AG claimed that Defendants helped cause AIG to enter into a sham transaction with General Reinsurance Corporation (GenRe) in which AIG purported to reinsure GenRe on certain insurance contracts. The AG withdrew his claims for damages and now sought only equitable relief. The Appellate Division denied Defendants' motion for summary judgment. The Court of Appeals affirmed, holding (1) the evidence of Defendants' knowledge of the fraudulent nature of the transaction was sufficient to raise a triable issue of fact; and (2) the AG was not barred as a matter of law from obtaining equitable relief. View "People v. Greenberg" on Justia Law