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.

When parties negotiate the terms of a contract, they cannot account for every contingency or event that may affect performance. To be sure, they try. But, it is simply not possible to account for every occurrence that might arise during the course of the contract. This inability, therefore, gives the parties wide latitude in the performance and enforcement of their contractual obligations. Underlying this discretion is the duty to act in good faith and with fair dealing.

By: Jeffrey M. Haber After a merger, which agreement controls when both companies have pre-existing contracts with a common third party? In May 2016, Stamford-based Charter Communications Inc. (“Charter”) completed its acquisition of Time Warner Cable (“TWC”), making it the second largest cable provider behind Comcast Corporation. At the time of the acquisition, TWC was the larger of the two companies. As such, TWC was able to negotiate more favorable rates and terms on ca