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By: Jeffrey M. Haber Previously, this Blog examined the doctrines of frustration of purpose and impossibility of performance in the context of Covid-19 ( here and here ).  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, t

By: Jeffrey M. Haber Obtaining jurisdiction over a corporation that is incorporated and headquartered outside of the state can be difficult. A plaintiff must plead and prove that the corporation purposefully availed itself of the resources of the state for a court to exercise personal jurisdiction over the defendant. The failure to do so will result in dismissal of the action. Under CPLR § 302(a)(1), a court can exercise specific personal jurisdiction over a non-domiciliary w

By: Jeffrey M. Haber Litigation can be lengthy, costly and potentially damaging to the financial viability of a business and the financial security of an individual. Often, the parties can resolve their disputes without going to court by using alternative methods such as arbitration and mediation.  Alternative Dispute Resolution (“ADR”) is an area of law devoted to settling disputes without using the court system. ADR is often a shorter and less costly process by which busine

By: Jeffrey M. Haber It is common in commercial and business contracts for the parties to agree upon the law to be applied in the event a dispute arises between them. Typically, these choice of law provisions only apply to the substantive law of the chosen state. 1 They do not apply to the procedural laws of the jurisdiction. For application of the procedural laws, the parties must look to the forum state.  In Baker v. Greentech Capital Advisors, L.P. , 2022 NY Slip Op. 0367

By: Jeffrey M. Haber It goes without saying that lawyers do not win every motion they make. When that happens, a lawyer can appeal the order or avail himself/herself of the two options afforded by CPLR § 2221: he/she can make: (1) a motion to reargue, or (2) a motion to renew. 1 In either case, the lawyer is asking the judge who ruled against him or her to change the outcome of the original motion.  A motion to reargue is addressed to the discretion of the court. It must be

By: Jeffrey M. Haber Variable annuities are complex securities pursuant to which customers, typically seniors and vulnerable adults, enter into long-term contracts with an issuing company, such as a life insurance company. Variable annuities entitle customers to certain payments depending on the terms of the contract and the performance of an underlying portfolio of securities. Variable annuities often have surrender periods, before the end of which customers must pay a fee f

By: Jeffrey Haber Under New York’s Business Corporation Law (“BCL”), the Secretary of State is designated as the “agent of every domestic corporation and every authorized foreign corporation upon whom process against the corporation may be served.” 1 “In addition to such designation of the Secretary of State, every domestic corporation or authorized foreign corporation may designate a registered agent in this state upon whom process against such corporation may be served.” 2

By: Jeffrey M. Haber Trust. Trust is an important part of investing. Studies show that trust has a significant impact on investor decision making, such as investing with a hedge fund manager. As one commentator observed, “Clients entrust their capital to advisers to invest, often at the advisers’ discretion … That requires an immense amount of trust. And when properly earned and thoughtfully applied, that trust pays off. It sets in motion successful ideas that benefit both th

By Jonathan H. Freiberger On May 24, 2022, the New York Court of Appeals decided Batavia Townhouses, Ltd. v. Council of Churches Hous. Dev. Fund Co., Inc. , and held that “General Obligations Law § 17-105, by its express terms, is the sole statute governing the tolling or revival of the statute of limitations for an action to foreclose a mortgage.”  In so doing, the Court rejected plaintiff’s assertion that GOL §17-101 was equally applicable.  This Blog has written numerous a