Individual Litigation

By:  Jeffrey M. Haber The doctrine of frustration of purpose is narrowly applied.¹ “In order to invoke the doctrine of frustration of purpose, the frustrated purpose must be so completely the basis of the contract that, as both parties understood, without it, the transaction would have made little sense.”² In other words, the doctrine will not apply “unless the frustration is substantial.”³ However, “frustration of purpose … is not available where the event which prevented pe

By:  Jeffrey M. Haber As a general matter, when a contract fails to conform to the agreement between the parties due to the mutual mistake of the parties, however induced, or of the mistake of one party and fraud of the other, a court will reform the contract to make it conform to the actual agreement between the parties. The mutual mistake must be material ( i.e. , it must involve a “fundamental assumption” of the contract). However, it does not mean that the mistake would

By:  Jeffrey M. Haber In New York, when interpreting a contract, the words of the writing must be accorded their fair and reasonable meaning, aiming for a practical interpretation that realizes the reasonable expectations of the parties. The court is required to enforce a written agreement according to the plain meaning of its terms when it is complete, clear, and unambiguous on its face.  Although the parties may offer conflicting interpretations of their contract, that do

By:  Jeffrey M. Haber 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 “ n application by or for a member” of the company. In Matter of Bodenchak v. 5178 Holdings LLC , 2025 N.Y. Slip Op. 05875 (1st Dept. Oct. 23, 2025) ( here ), the Ap

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