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.

Summary judgment in lieu of a complaint under CPLR 3213 was central to the decision in Newmark Partners, L.P. v. Singer, 2026 N.Y. Slip Op. 03923 (1st Dept. June 23, 2026), the subject of today’s article, where the Appellate Division, First Department, affirmed the enforcement of a settlement agreement arising from a failed $13 million transaction.

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