In Kassirer v. Gotlib, 2026 N.Y. Slip Op. 02154 (1st Dept. Apr. 9, 2026), the Appellate Division, First Department, reaffirmed a bedrock principle of New York contract law: agreements to agree are not enforceable.

In Bardy v. Bonnem, the plaintiff sought to enforce an alleged oral agreement for an ownership option in a drive-thru coffee business. The motion court upheld the agreement based on an email proposal orally accepted by the plaintiff and partial performance. On appeal, the Second Department modified the motion court’s order, finding the email lacked essential terms to satisfy New York’s Statute of Frauds (GOL § 5-701) and that the contract could not be performed within one yea

In the commercial world, parties to a transaction often allocate the risk of economic loss in the event the transaction is not fully executed by including a sole remedy clause in their agreement. New York courts have long upheld such contractual provisions. However, as the First Department of the New York Supreme Court, Appellate Division, recently held, there are exceptions. One such exception pertains to a party’s grossly negligent conduct. As explained in Morgan Stanley M