Implied‑in‑fact contracts under New York law arise from conduct rather than explicit agreement, requiring objective evidence of mutual assent, definite terms, and an intent to be bound. They are fully enforceable but subject to important limitations, including the preclusive effect of governing express contracts.

Merger clauses and the duplication of claims doctrine often operate to limit the availability of fraudulent inducement claims alongside breach of contract claims.

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