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By: Jeffrey M. Haber When parties enter into a contract, each assumes that the language in their agreement accurately memorializes their understandings and intentions. For this reason, when a dispute arises, the courts in New York look to the intent of the parties as expressed by the language they chose to put into their writing. 1 A clear, complete document will be enforced according to its terms. 2 When the parties have a dispute over the meaning of their contract, the cou

By Jonathan H. Freiberger Today’s BLOG article touches on two areas of the law on which we have previously written – account stated 1 and duplication. 2 “An account stated is an agreement between parties to an account based on prior transactions between them with respect to the correctness of the account items and balance due.” Accent Collections, Inc. v. Cappelli Enterprises, Inc. , 94 A.D.3d 1026 (2 nd Dep’t 2012) (Citations and internal quotation marks omitted.) See als

By: Jeffrey M. Haber As readers of this Blog know, on December 6, 2019, the State of New York joined the vast majority of jurisdictions to adopt the Uniform Voidable Transaction Act (“UVTA”) in whole or in part. The New York version of the UVTA became effective on April 4, 2020. The UVTA governs fraudulent transfers. Although it has been four years since the effective date of the UVTA, there remain scores of cases in the court system that were filed under the former Debtor Cr

By: Jeffrey M. Haber In Cline v. Grodin , 2024 N.Y. Slip Op. 02586 (1st Dept. May 9, 2024) ( here ), the Appellate Division, First Department was asked to consider whether an agreement involving a limited partnership permitted the general partner to employ and compensate others, including the limited partners, to run the day-to-day business operations of the limited partnership. As discussed below, the Court answered the question in the affirmative. Cline involved Alcova Cap

By: Jeffrey M. Haber On May 3, 2024, the Securities and Exchange Commission (“SEC” or “Commission”) announced ( here ) that it charged audit firm BF Borgers CPA PC and its owner, Benjamin F. Borgers (together, “Respondents”), 1 with deliberate and systemic failures to comply with Public Company Accounting Oversight Board (“PCAOB”) standards in its audits and reviews incorporated in more than 1,500 SEC filings from January 2021 through June 2023. The SEC also charged Responde

By: Jeffrey M. Haber In Nosegbe v. Charles , 2024 N.Y. Slip Op. 02406 (4th Dept. May 3, 2024) ( here ), the Appellate Division, Fourth Department affirmed the dismissal of a fraud claim because the plaintiff failed to identify the statement claimed to be false. The Court also reinstated a claim that the motion court dismissed on the grounds that, inter alia , the text message on which the lower court relied was not documentary evidence within the meaning of CPLR 3211(a)(1). W

By Jonathan H. Freiberger There are two “components and constitutional predicates of personal jurisdiction.”  Keane v. Kamin , 94 N.Y.2d 263, 265 (1999). “One component involves service of process, which implicates due process requirements of notice and opportunity to be heard.” Keane , 94 N.Y.2d at 265 (citations omitted). 1 The law is clear that a “court lacks personal jurisdiction over a defendant who is not properly served with process.” Everbank v. Kelly , 203 A.D.3d 13

By: Jeffrey M. Haber On December 22, 2020, the Securities and Exchange Commission (the “SEC” or the “Commission”) adopted significant amendments to Rule 206(4)-1 promulgated under the Investment Advisers Act of 1940 (the “Amended Marketing Rule”). Rule 206(4)-1 governs marketing by Commission-registered investment advisers. 1 Among other things, the Amended Marketing Rule states that it is unlawful for registered investment advisers, directly or indirectly, to disseminate any

By: Jeffrey M. Haber In Lane’s Floor Coverings & Interiors, Inc. v. DiLalla , 2024 N.Y. Slip Op. 02257 (1st Dept. Apr. 25, 2024) ( here ), the Appellate Division, First Department considered an alleged scheme to defraud plaintiff by using checks that were fake or missing endorsements. As discussed below, the Court modified the motion court’s order dismissing the action to deny defendants’ motion as to the fraud claims asserted against Defendant Anthony DiLalla, the branch man