Justia Contracts Opinion Summaries

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

The documentary evidence proffered by Defendant on its motion to dismiss pursuant to N.Y. C.P.L.R. 3211(a)(1) did not conclusively refute Plaintiff’s breach of contract claims.In 2009, Plaintiff and Defendant entered into a three-year employment agreement, under which Plaintiff was an “at will” employee. In 2012, Defendant notified Plaintiff that his employment had ceased upon the expiration of the agreement. Plaintiff brought this breach of contract action against Defendant, alleging that the parties had entered into a valid and binding contract setting forth the terms of his continued employment with Defendant. Defendant moved for an order dismissing Plaintiff’s breach of contract claims. Supreme Court denied the motion. The Appellate Division modified Supreme Court’s order by dismissing so much of the breach of contract cause of action that sought to recover a special non-compete payment under the 2009 agreement and otherwise affirmed. The Court of Appeals affirmed, holding that Defendant did not meet its burden of demonstrating that the proffered evidence conclusively refuted Plaintiff’s factual allegations. View "Kolchins v. Evolution Markets, Inc." on Justia Law

The agreement establishing a partnership in this case dictated that Defendant, a partner, wrongfully dissolved the partnership, but it was error to include the legal fees incurred by the remaining partners in the damages owed to them by Defendant.In 1985, Defendant and seven others entered into a written agreement to form a general partnership. In the mid-2000s, Defendant withdrew from the partnership. Plaintiffs, as the partnership’s executive committee and on behalf of the partnership, brought this breach of contract action seeking a declaratory ruling that Defendant had wrongfully dissolved the partnership, as well as damages. Supreme Court granted summary judgment to Plaintiffs, determining that the partnership was not an “at-will” partnership and therefore could not be dissolved without violation of the partnership agreement. The Appellate Division upheld Supreme Court’s ruling, concluding that Defendant wrongfully dissolved the partnership. On remand for the second time, Supreme Court awarded attorneys’ fees and experts’ fees. The Court of Appeals held (1) the lower courts erred in applying N.Y. P'ship Law 62(1)(b) to decide that Defendant violated the agreement, but they correctly concluded that Defendant’s dissolution was wrongful; but (2) Supreme Court erred in awarding fees to Plaintiffs as part of the statutory damages. View "Congel v. Malfitano" on Justia Law

The terms of the insurance policy at issue in this coverage dispute required a written contract between the named insured and an additional insured if coverage was to be extended to an additional insured, and therefore, Liberty Insurance Underwriters was entitled to summary judgment.Gilbane Building Co. and TDX Construction Corporation (collectively, Gilbane JV) was the construction manager for a new forensic laboratory, and Samson Construction Co. was the general contractor. Samson obtained general liability insurance coverage from Liberty Insurance Underwriters. When disputes arose over the construction, Gilbane JV commerced this lawsuit arguing that it qualified for coverage under the Liberty policy as an additional insured. Gilbane JV had no written contract with Samson denominating it as an additional insured but argued that no such contract was necessary. Supreme Court denied Liberty’s motion for summary judgment, determining that Gilbane JV was an additional insured under the policy. The Appellate Division reversed and granted Liberty’s motion. The Court of Appeals affirmed based on the terms of the policy at issue. View "Gilbane Building Co./TDX Construction Corp. v St. Paul Fire & Marine Insurance Co." on Justia Law

The terms of the insurance policy at issue in this coverage dispute required a written contract between the named insured and an additional insured if coverage was to be extended to an additional insured, and therefore, Liberty Insurance Underwriters was entitled to summary judgment.Gilbane Building Co. and TDX Construction Corporation (collectively, Gilbane JV) was the construction manager for a new forensic laboratory, and Samson Construction Co. was the general contractor. Samson obtained general liability insurance coverage from Liberty Insurance Underwriters. When disputes arose over the construction, Gilbane JV commerced this lawsuit arguing that it qualified for coverage under the Liberty policy as an additional insured. Gilbane JV had no written contract with Samson denominating it as an additional insured but argued that no such contract was necessary. Supreme Court denied Liberty’s motion for summary judgment, determining that Gilbane JV was an additional insured under the policy. The Appellate Division reversed and granted Liberty’s motion. The Court of Appeals affirmed based on the terms of the policy at issue. View "Gilbane Building Co./TDX Construction Corp. v St. Paul Fire & Marine Insurance Co." on Justia Law

The agreement establishing a partnership in this case dictated that Defendant, a partner, wrongfully dissolved the partnership, but it was error to include the legal fees incurred by the remaining partners in the damages owed to them by Defendant.In 1985, Defendant and seven others entered into a written agreement to form a general partnership. In the mid-2000s, Defendant withdrew from the partnership. Plaintiffs, as the partnership’s executive committee and on behalf of the partnership, brought this breach of contract action seeking a declaratory ruling that Defendant had wrongfully dissolved the partnership, as well as damages. Supreme Court granted summary judgment to Plaintiffs, determining that the partnership was not an “at-will” partnership and therefore could not be dissolved without violation of the partnership agreement. The Appellate Division upheld Supreme Court’s ruling, concluding that Defendant wrongfully dissolved the partnership. On remand for the second time, Supreme Court awarded attorneys’ fees and experts’ fees. The Court of Appeals held (1) the lower courts erred in applying N.Y. P'ship Law 62(1)(b) to decide that Defendant violated the agreement, but they correctly concluded that Defendant’s dissolution was wrongful; but (2) Supreme Court erred in awarding fees to Plaintiffs as part of the statutory damages. View "Congel v. Malfitano" on Justia Law

The claim brought by Paramount Pictures Corporation, the plaintiff in this suit, was barred by res judicata because it should have been asserted as a counterclaim in an action involving the same parties brought in federal court nearly ten years.Paramount was the defendant in a federal action brought in 2008 by investors following an unsuccessful investment venture. The district court entered judgment in favor of Paramount, and the judgment was affirmed on appeal. While the investors’ appeal was pending, Paramount commenced this action in Supreme Court, alleging breach of contract. The investors moved to dismiss on the basis of res judicata. Supreme Court denied the motion, but the Appellate Division reversed. The Court of Appeals affirmed, holding (1) pursuant to federal principles of claim preclusion - the applicable rules of decision in this case - Paramount’s breach of contract claim was transactionally related to the investor’s claims in the federal case, amount to the same claim for purposes of res judicata; and (2) because Paramount’s claim was not asserted in the parties’ prior federal action, it was now barred. View "Paramount Pictures Corp. v. Allianz Risk Transfer AG" on Justia Law

In this breach of contract and negligence action, the Court of Appeals held that the City of New York was an intended third-party beneficiary of an architectural services contract between Dormitory Authority of the State of New York (DASNY) and Perkins Eastman Architects, P.C. (Perkins) and that DASNY’s negligence claim against Perkins was duplicative of its breach of contract claim.The Appellate Division denied Perkins’ motion for summary judgment on the City’s breach of contract claim, holding that the City had raised an issue of fact whether it was an intended third-party beneficiary of the parties’ contract and denied Perkins’ motion for summary judgment to dismiss DASNY’s negligence claim as duplicative of its breach of contract claim, holding that there was an issue of fact whether Perkins assumed a duty of care to reform in accordance with professional standards that was independent of its contractual obligations. The Court of Appeals reversed, holding (1) the City failed to raise an issue of fact concerning its status as a third-party beneficiary, and Perkins’ motion for summary judgment on this issue should have been granted; and (2) under the circumstances, the negligence claim was duplicative of the breach of contract cause of action. View "Dormitory Authority of State of N.Y. v. Samson Construction Co." on Justia Law