In Sire Spirits, LLC v. Beam Suntory, Inc., 2025 N.Y. Slip Op. 06297 (1st Dept. Nov. 18, 2025), the Appellate Division, First Department affirmed the denial of a motion to amend a complaint seeking damages for “diminution of enterprise value” due to the alleged fraud.

In today’s article, we examine Hofman v. Braun, 2025 N.Y. Slip Op. 34102(U) (Sup. Ct., N.Y. County Oct. 24, 2025), a case addressing the statute of limitations for a breach of fiduciary duty claim and the continuous wrong doctrine.

In today’s article, we explore principles of contract interpretation and judicial dissolution of partnerships under New York law. As we discuss, courts interpret contracts based on the written intent of the parties and only consider extrinsic evidence when ambiguity exists.

New York’s adoption of the Uniform Voidable Transactions Act in 2019 modernized its Debtor and Creditor Law. The revised law allows creditors to void both actual and constructive fraudulent transfers. Constructive fraud focuses on inadequate value and insolvency, while actual fraud hinges on intent, assessed via “badges of fraud.”

In today’s article, we examine Harris v. Dream Volunteers, a case in which the court reaffirmed a fundamental principle of contract interpretation: contracts that are clear and unambiguous must be enforced according to their plain terms.

Under New York’s Limited Liability Company Law (“LLCL”) § 702, a court “may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on the business in conformity with the articles of organization or operating agreement.” The claim must be brought “[o]n application by or for a member” of the company.

In Kellinger v. Fox Media LLC, the New York Supreme Court granted a motion brought by defendants to enforce a $15,000 settlement agreement with plaintiff. The motion court found that plaintiff had confirmed the settlement by email, satisfying CPLR 2104’s requirement for a written agreement. Although plaintiff later claimed he only agreed to review the documents, the motion court held that his email constituted a binding acceptance of the settlement.

By: Jeffrey M. Haber On numerous occasions, this Blog has examined the attorney-client privilege, the common interest doctrine, and the attorney work product doctrine. Today, we take another opportunity to explore the contours of these privileges. In Simpson v. Chassen , the New York Supreme Court compelled the production of a joint defense agreement (“JDA”), rejecting claims that it was protected under the attorney-client privilege or the attorney work product doctrine. The

By: Jeffrey M. Haber Today, we consider Tahari v. 860 Fifth Ave. Corp. , 2025 N.Y. Slip Op. 05584 (1st Dept. Oct. 9, 2025) ( here ), an apparent case of first impression in the Appellate Division, First Department, involving the suability of a board of directors under New York law. In New York, “the business of a corporation managed under the direction of its board of directors…” Notwithstanding, a corporation’s board of directors is neither empowered to commence an act

By: Jeffrey M. Haber In today’s Fraud Notes, we examine two cases involving principles familiar to readers of this Blog: the duplication doctrine and the requirement that plaintiffs plead sufficient facts to satisfy each element of a fraud claim. In Emissions Reduction Corp. v. mCloud Tech. (USA) Inc. , 2025 N.Y. Slip Op. 05457 (1st Dept. Oct. 7, 2025) ( here ), the Appellate Division, First Department affirmed the dismissal of plaintiff’s fraud claim on the grounds of dupl

By: Jeffrey M. Haber In Macklowe Inv. Props. LLC v. MIP 57th Dev. Acquisition LLC , 2025 N.Y. Slip Op. 05192 (1st Dept. Sept. 30, 2025) ( here ), the plaintiff, a real estate brokerage, sued pursuant to a letter agreement for a leasing commission after securing a tenant for defendants’ property. The letter agreement required satisfaction of a condition precedent before payment of the commission: execution of a leasing commission agreement. Plaintiff never fulfilled this cond

By: Jeffrey M. Haber In CJS Indus. Inc. v. Dolce , 2025 N.Y. Slip Op. 05037 (1st Dept. Sept. 23, 2025 ( here ), plaintiff sued RS Custom Woodworking and its representatives for fraud after winning an arbitration award. Plaintiff alleged that defendants conspired to avoid payment by incorporating a new entity with a similar name between the initial and final arbitration awards. Plaintiff claimed the incorporation was part of a deliberate scheme to mislead and evade enforcemen

By: Jeffrey M. Haber In Jefferies LLC v. Blaize Holdings, Inc. , 2025 N.Y. Slip Op. 33272(U) (Sup. Ct., N.Y. County Sept. 3, 2025 ( here ), the New York Supreme Court held that an engagement letter concerning the provision of investment banking services did not qualify as an “instrument for the payment of money only” under CPLR 3213, which allows for expedited summary judgment. The motion court found that the engagement letter imposed mutual obligations and required performa

By: Jeffrey M. Haber In Celauro v. Celauro , 2025 N.Y. Slip Op. 04870 (Sept. 10, 2025) ( here ), a minority shareholder of a family-owned business alleged that company executives operated an illicit cash business, diverted profits and deprived shareholders of distributions/dividends. Plaintiff relied on dated deposition testimony, documents, and financial statements to support claims of ongoing misconduct. However, the motion court dismissed most of the breach of fiduciary d

By: Jeffrey M. Haber In New York, as in most jurisdictions, statutes of limitation serve as a cutoff point for initiating legal action. These statutes define the time frame within which a plaintiff must file a lawsuit after a cause of action accrues. Once the limitation period expires, the claim is generally barred, regardless of its merits. The purpose of a statute of limitations is twofold. For plaintiffs, it encourages timely action, preserving evidence and ensuring witne

By: Jeffrey M. Haber Pursuant to CPLR 3213, a plaintiff may commence an action “based upon an instrument for the payment of money only or upon any judgment” by filing a summons and motion for summary judgment in lieu of complaint. The statute “provide a speedy and effective means” for resolving “presumptively meritorious” claims. The standard to prevail on a CPLR 3213 motion is the same as that on a CPLR 3212 motion: accelerated judgment will be awarded “if, upon all the pa

By: Jeffrey M. Haber In BLDG 44 Developers LLC v. Pace Companies N.Y., LLC , 2025 N.Y. Slip Op 32881(U) (Sup. Ct., N.Y. County July 25, 2025) ( here ), BLDG 44 Developers LLC sued Pace Companies New York, LLC for breach of contract, seeking approximately $16 million in consequential damages related to delays in a construction project on E. 44th Street, New York, N.Y. BLDG, the project owner, was a third-party beneficiary to a subcontract between Pace and Noble Construction G

By: Jeffrey M. Haber In Finkelstein v. U.S. Bank, N.A. , 2025 N.Y. Slip Op 32882(U) (Sup. Ct., July 30, 2025) ( here ), plaintiff alleged that he was underpaid on his investment in a residential mortgage-backed securities (“RMBS”) trust due to the improper exercise of termination rights by the trust’s servicers. Plaintiff claimed they excluded deferred principal and interest balances from the termination price, repackaged the remaining loans, and profited from new trusts. Th

By: Jeffrey M. Haber This Blog has written frequently about the substance and scope of general releases. In New York, “a valid release constitutes a complete bar to an action on a claim which is the subject of the release.” If “the language of a release is clear and unambiguous, the signing of a release is a ‘jural act’ binding on the parties.” For this reason, “ release should never be converted into a starting point for … litigation except under circumstances and under

By: Jeffrey M. Haber Forum non conveniens is a common law doctrine in which a court may dismiss an action where another forum would be better suited to adjudicate the matter. In New York, the doctrine is codified in CPLR 327(a). Under this section, a court may “stay or dismiss action in whole or in part on any conditions that may be just” if it finds that “in the interest of substantial justice the action should be heard in another forum.” The doctrine reflects the basic p