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.

In today’s Fraud Notes, we examine two cases involving different issues impacting a fraud claim. In RSD857, LLC v. Wright, 2025 N.Y. Slip Op. 06833 (1st Dept. Dec. 09, 2025), we examine the actionability of appraisals. In Olshan Frome Wolosky, LLP v. Kestenbaum, 2025 N.Y. Slip Op. 06816 (Dec. 09, 2025), we examine the duplication doctrine.

In today’s article, we examine BLDG 44 Developers LLC v. Pace Companies N.Y., LLC, a case involving consequential damages.