On April 14, 2026, the Appellate Division, First Department issued a decision in which it reiterated the limits of fraud claims in the corporate governance context. In Massoumi v. Ganju, 2026 N.Y. Slip Op. 02208 (1st Dept. Apr. 14, 2026), the Court unanimously affirmed summary judgment dismissing fraud claims brought by a former chief executive officer who alleged that his fellow executives and directors misled him in advance of a board meeting that resulted in his removal.

In today’s article, we examine the elements and heightened pleading requirements for fraudulent inducement claims under New York law, with a focus on the justifiable reliance element.

In Kim v. XP Sec., LLC, the Appellate Division, First Department affirmed the denial of summary judgment in a wrongful termination action, reiterating settled principles of contract interpretation: clear, unambiguous agreements between sophisticated, counseled parties are enforced according to their plain meaning, without recourse to extrinsic evidence.

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

In Romano v. Kelly, the Appellate Division, Third Department, affirmed reformation of a settlement agreement based on clear and convincing evidence of mutual mistake.

In today’s article, we examine defamation per se under New York law, which allows recovery for defamation without proving special damages when the alleged statement falls into four categories: accusing someone of a serious crime, harming their trade or profession, imputing a loathsome disease, or alleging unchastity.

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