What happens when the beneficial owners of notes seek to enforce them even though the governing indenture designates someone else as the registered “Holder”? And can an issuer avoid liability for nonpayment based on an intervening foreign law when its contract contains no force majeure provision allocating the risk of such a change in law? Those were the principal questions before the Court in BFAM Asian Opportunities Master Fund, LP v. Glory Health Indus. Ltd.

Under the American Rule, each party ordinarily bears its own attorneys’ fees unless a statute, court rule, or agreement provides otherwise. Parties are free to contract around that rule, but New York courts require their intention to do so to be unmistakably clear.

The voluntary payment doctrine is a common law doctrine that “bars recovery of payments voluntarily made with full knowledge of the facts, and in the absence of fraud or mistake of material fact or law.”

General Business Law § 349 was promulgated to address “the impact of deceptive conduct on consumer purchases [and, therefore,] prohibits deceptive acts and practices that misrepresent the nature or quality of products and services.”

New York’s consumer protection statutes, General Business Law (“GBL”) §§ 349 and 350, prohibit materially deceptive business practices and false advertising directed at consumers.

In our recent article: “The Equity of Redemption,” we discussed, not surprisingly, the equity of redemption -- a homeowner’s right to tender to a foreclosing lender the full amount due on a defaulted loan at any time before the foreclosure sale.

Laborers and material suppliers (collectively, “Providers”) that add value to construction projects are entitled to be paid for their work by the owner, general contractor or whoever else hired them for the project in the first instance. If Providers do not receive payment despite their own performance, several remedies are available.

In Gamma USA, Inc. v. Pavarini McGovern, LLC, the Appellate Division, First Department, addressed the interplay between pass-through claims, liquidating agreements, liquidated damages provisions, and consequential damages waivers in complex construction disputes. The Court held that a subcontractor could not be exposed, through a pass-through claim, to damages that had been contractually waived or limited under the governing project agreement.

New York courts will not aid in the enforcement of a contract when the subject matter is illegal

Under New York law, an enforceable contract requires an offer, acceptance, consideration, mutual assent, and an intent to be bound. Where the parties continue to negotiate essential terms, exchange draft agreements, or contemplate future execution of a written contract, courts are often reluctant to conclude that a binding agreement has been formed.

By: Jeffrey M. Haber One element of a fraud claim under New York law is justifiable reliance. A plaintiff must allege not only that a material misrepresentation was made, but also that the plaintiff actually relied upon that misrepresentation to its detriment. Reliance by a third party is insufficient.

When a litigant serves a late paper, they may receive a notice of rejection in response. What happens if a notice of rejection is not timely served? If the rejection is made after fifteen days, the objection is deemed waived pursuant to CPLR 2101(f).

Res judicata, or claim preclusion, is grounded in the principle that disputes, once fully and fairly adjudicated, should not be relitigated. New York courts apply a broad transactional approach to claim preclusion, barring not only claims that were actually litigated in a prior action, but also those that could have been raised in that action.

New York strongly favors the enforcement of releases. Courts routinely recognize that a valid release serves an important purpose by bringing certainty and finality to disputes, allowing parties to resolve claims and move forward without the threat of future litigation. Indeed, broadly worded releases are often enforced according to their terms,.

For years, litigation funding companies have attempted to distinguish their products from traditional loans by labeling them “investments” contingent on the outcome of a lawsuit. A recent decision from the Appellate Division, First Department – Denemark v. New Ch. Capital, Inc., 2026 N.Y. Slip Op. 04553 (1st Dept. July 23, 2026) – underscores that courts will look beyond contractual labels and examine the substance of the transaction.

Sometimes a party makes a mistake in the course of litigating its case. Absent prejudice to the other party, the Court is free to disregard the mistake and proceed as if the mistake never occurred. CPLR 2001.

In Benowski v. Track Dr., LLC affirmed summary judgment dismissing a contractor’s claim for unpaid retainage and other compensation arising from a commercial renovation project. Although the parties never executed a formal written construction contract, the Court enforced a January 2020 release under which the contractor acknowledged that $233,797.23 constituted the “entire unpaid balance” due and waived all claims relating to the project.

As discussed previously in this BLOG, and most recently in “You Can’t Always Waive Bye-Bye to Statutes of Limitations,” statutes of limitation govern the time in which a cause of action must be interposed after accrual. Article 2 of the CPLR addresses statute of limitations issues in New York.

Under New York law, whether a financing arrangement is a loan depends on its substance rather than its label. Courts generally evaluate three factors: (1) whether the agreement contains a meaningful reconciliation provision tied to actual revenue, (2) whether it lacks a finite term or fixed repayment schedule, and (3) whether the funder lacks recourse in the event of bankruptcy.

In today’s Fraud Notes, we examine two recent appellate court decisions that highlight the role statutes of limitations play in fraud-based claims. Specifically, we explore how New York courts evaluate timeliness under CPLR 213(8), including the six-year limitations period and the two-year discovery rule, as well as the three-year limitations period governing General Business Law § 349 claims.