Justia Contracts Opinion Summaries

In response to questions certified to it by the United States Court of Appeals for the Second Circuit, the Court of Appeals held that inferences of vesting of retiree health insurance rights when construing a collective bargaining agreement (CBA) are inconsistent with New York's established contract interpretation principles.In Kolbe v. Tibbetts, the Court of Appeals left open the question of whether a New York court should infer vesting of retiree health insurance rights when construing a collective bargaining agreement (CBA). The Supreme Court rejected such inferences as incompatible with ordinary contract principles under federal law, thus repudiating International Union, United Automobile, Aerospace, & Agriculture Implement Workers of America v. Yard-Man, Inc., 716 F2d 1476 (6th Cir 1983). In answering the questions certified to it in this case, the Court of Appeals (1) held that it maintains its traditional contract interpretation principles, including those set forth in Kolbe; but (2) clarified that New York's contract law does not recognize Yard-Man-type inferences. View "Donohue v. Cuomo" on Justia Law

In these four appeals turning on the timeliness of a mortgage foreclosure claim and involving the intersection of contracts affecting real property ownership and the application of the statute of limitations, the Court of Appeals held that the Appellate Division order in each case must be reversed.In two cases, the issue was when the maturity of the debt was accelerated, commencing the six-year statute of limitations period. The remaining issues in the other cases turned on whether the noteholder's voluntary discontinuance of a prior foreclosure action revoked acceleration of the debt, thus reinstating the borrower's right under contract to repay the loan in installments. The Court of Appeals held (1) in the first case, the default letter in question did not accelerate the debt; (2) in the second case, two complaints in prior discontinued foreclosure actions that failed to reference the pertinent loan were not sufficient to constitute a valid acceleration; and (3) as to the remaining issues, where the maturity of the debt has been validly accelerated by commencement of a foreclosure action, the noteholder's voluntary withdrawal of that action revokes the election to accelerate. View "Freedom Mortgage Corp. v. Engel" on Justia Law

In this residential mortgage-backed securities (RMBS) action the Court of Appeals reversed the order of the Appellate Division and reinstated the order of Supreme Court, holding that, in a breach of contract action, the public policy rule prohibiting parties from insulating themselves from damages caused by grossly negligent conduct applies only to exculpatory clauses or provisions that limit liability to a nominal sum.At issue was a contract that contained a sole remedy provision that purported to limit, but not eliminate, the remedies available to Plaintiff in the event of a breach. Plaintiff sought to avoid the provision by alleging that Defendants breached the contract with gross negligence. Supreme Court held that the sole remedy provision was enforceable. The Appellate Division reversed, concluding that Plaintiff's allegations of gross negligence were sufficient to render the sole remedy provision unenforceable. The Court of Appeals reversed, holding (1) in a breach of contract case, grossly negligent conduct will render unenforceable only exculpatory or nominal damages clauses; and (2) because the sole remedy provision at issue was not an exculpatory or nominal damages clause and was not subject to the gross negligence public policy exception, the allegations of gross negligence did not render the sole remedy provision unenforceable. View "In re Part 60 Put-Back Litigation" on Justia Law

The Supreme Court affirmed the order of the Appellate Division affirming Supreme Court's grant of summary judgment, holding that a liquidated damages provision in a Surrender Agreement between Columbia University and D'Agostino Supermarkets was an unenforceable penalty in contravention of public policy.D'Agostino and Columbia University entered into a commercial lease for D'Agostino's rental of certain floors of a building owned by Columbia. The parties later entered a Surrender Agreement that terminated the lease in exchange for D'Agostino's surrender of the premises and a staggered payment of $261,752. Columbia later commenced the underlying action to enforce the damages provision in the Surrender Agreement. Supreme Court granted D'Agostino's cross-motion for summary judgment for the requested amount and interest. The Appellate Division affirmed. The Court of Appeals affirmed, holding that the damages sought were grossly disproportionate to the amount due upon full performance of the Surrender Agreement, and therefore, there was no error in rejecting Columbia's liquidated damages provision. View "Trustees of Columbia University in City of New York v. D'Agostino Supermarkets, Inc." on Justia Law

The Court of Appeals affirmed the order of the Appellate Division affirming the judgment of Supreme Court dismissing this declaratory judgment action brought by commercial tenants who unambiguously agreed to waive the right to commence a declaratory judgment action as to the terms of their leases, holding that, under the circumstances of this case, the waiver clause was enforceable, requiring dismissal of the complaint.Plaintiffs executed two commercial leases with the predecessor-in-interest of Defendant. Each lease incorporated a rider provided that the tenant waived its right to bring a declaratory judgment action with respect to any provision of the lease. After Defendant sent notices to Plaintiffs alleging various defaults Plaintiffs commenced this action seeking a declaratory judgment that they were not in default. Supreme Court granted Defendant's motion for summary judgment and dismissed the action. The Appellate Division affirmed, determining that the declaratory judgment waiver was enforceable and barred Plaintiffs' action. The Court of Appeals affirmed, holding that the declaratory judgment waiver was enforceable, and therefore, the action was properly dismissed. View "159 MP Corp. v Redbridge Bedford, LLC" on Justia Law

The Court of Appeals accepted a question certified to it by the federal court of appeals and answered that, pursuant to the Court’s Rule 500.27, if a bond issuer remains obligated to make biannual interest payments until the principal is paid, including after the date of maturity, enforceable claims for such biannual interest do not continue to accrue after a claim for principal of the bonds is time-barred.In 1997, Defendant, the Province of Mendoza, issued bonds valued at $250 million. Plaintiff Moshe Marcel Ajdler was the beneficial owner of $7,050,000 of the principal amount. Plaintiff did not receive any scheduled interest payments or payment of his share of his principal on the maturity date. In 2017, Plaintiff brought this action seeking to collect his share of principal and interest payments to which he was entitled. The district court granted Defendant’s motion to dismiss, concluding that all claims for principal and any accrued interest were time-barred. The Second District concluded that Plaintiff’s claim for principal was untimely but certified questions as to the viability of Plaintiff’s claims to recover interest. The Court of Appeals held that in the absence of a timely action to recover principal, a bondholder cannot enforce the conditional obligation to make post-maturity interest payments. View "Ajdler v. Province of Mendoza" on Justia Law

The Court of Appeals held that Plaintiff’s breach of contract action, which concerned the interplay between the freedom to contract and New York public policy, was correctly dismissed as untimely because no substantive condition precedent was created and, to the extent the parties intended to postpone the commencement of the limitations period, their attempt to do so was inconsistent with New York law and public policy.In ACE Sec. Corp., Home Equity Loan Trust Series 2006, SL2 v. DB Structured Prods., Inc., 26 NY3d 581 (2015), the Court of Appeals held that a cause of action for breach of representations and warranties contained within a residential mortgage-backed securities contract accrued when the contract was executed. On appeal, Plaintiff argued that contractual language different from the language at issue in ACE and that an accrual clause either created a substantive condition precedent to suit or expressed the clear intent of the parties to delay commencement of the statutory limitations period until certain specified events had occurred. The Appellate Division affirmed. The Court of Appeals affirmed, holding (1) nothing in the accrual clause created a substantive condition precedent; and (2) the parties may not postpone accrual in the manner attempted in this case consistent with New York law and public policy. View "Deutsche Bank National Trust Co. v. Flagstar Capital Markets" on Justia Law

The Court of Appeals affirmed the judgment of the Appellate Division concluding that the claims asserted by plaintiff Ambac Assurance Corporation in its appeal from Supreme Court’s judgment in a suit against defendant Countrywide Home Loans, Inc. lacked merit.Ambac, a monoline financial guaranty insurer, agreed to insure payments of principal and interest owed to the holders of residential mortgage-backed securities sponsored by Countrywide. Many of the loans backing those securities went into default following a market downturn, causing substantial losses. Ambac filed suit against Countrywide, alleging that Countrywide breached several contractual representations and warranties and fraudulently induced Ambac to enter into the insurance agreements. The Court of Appeals held that the Appellate Division correctly determined that (1) justifiable reliance and loss causation are required elements of a fraudulent inducement claim; (2) Ambac may only recover damages on its fraudulent inducement claim that flow from nonconforming loans; (3) the remedy for Ambac’s contract claims was limited to the repurchase protocol provided for in the contract’s sole remedy provision; and (4) Ambac was not entitled to attorneys’ fees. View "Ambac Assurance Corp. v. Countrywide Home Loans, Inc." on Justia Law

New York’s borrowing statute, N.Y. C.P.L.R. 202, applies when contracting parties have agreed that their contract would be “enforced” according to New York law.Plaintiff brought this action for breach of contract and unjust enrichment in state court in New York. SkyPower Corp., an Ontario renewable energy developer, had assigned its claims against Defendants to Plaintiff, also an Ontario corporation. Defendants moved to dismiss the complaint, arguing that the action was time-barred pursuant to Ontario’s two-year statute of limitations, which applied pursuant to section 202. Plaintiff contended that the choice-of-law provision in the non-disclosure agreement (NDA) entered into by SkyPower and Defendants required the conclusion that the parties intended to preclude application of section 202 and instead apply the six-year limitations period provided by N.Y. C.P.L.R. 213(2). Supreme Court dismissed Plaintiff’s claims asserted on SkyPower’s behalf as time-barred. The Appellate Division affirmed. The Court of Appeals affirmed, holding that because the contracting parties chose New York’s procedural law, and section 202 is part of that procedural law, the borrowing statute applied. View "2138747 Ontario, Inc. v. Samsung C&T Corp." on Justia Law

Under New York law, a plaintiff asserting claims of misappropriation of a trade secret, unfair competition, and unjust enrichment may not recover damages that are measured by the costs the defendant avoided due to its unlawful activity because, under the common law, compensatory damages must return the plaintiff, as nearly as possible, to the position it would have been in had the wrongdoing not occurred, but no more.This case was tried in federal court on three theories of trade secret theft, unfair competition and unjust enrichment. The jury returned a verdict for Plaintiff. The United States Court of Appeals for the Second Circuit asked the Court of Appeals to resolve three questions of New York’s law relating to damages, specifically, whether, as a matter of law, any plaintiff may recover a defendant’s avoided costs on one or another of these three theories of liability. The Court of Appeals held that, in any of these three actions, a plaintiff may not elect to measure its damages by the defendant’s avoided costs in lieu of its own losses. View "E.J. Brooks Co. v. Cambridge Security Seals" on Justia Law