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not allocated responsibility, justice is better served by appraising all of the circumstances, the part The doctrines of frustration and impossibility of performance were recently examined by the court in

This principle “is founded both in constitutional separation-of-powers doctrine, and in methodological Typically, the doctrine of mootness is invoked where a change in circumstances prevents a court from There are exceptions to the application of the mootness doctrine that permit “a court to pass on moot Auth. , which analyzed the mootness doctrine.  , the Court stated: We conclude that the exception to the mootness doctrine does not apply here.

The second issue we examine is the internal affairs doctrine. The internal affairs doctrine is a “conflict of laws principle which recognizes that only one State should by the substantive law of the state or country of incorporation.” 7 However, the “internal affairs doctrine , although potent, has very specific applications.” 8 In particular, the doctrine only “governs the defendant’s argument that the court should have issued a charging order under the internal affairs doctrine

(citations and quotation marks omitted). by “arrang for customers to defer their chargebacks” to ensure that plaintiff would remain “in the dark

York action based on the forum selection clause in the 2015 Amendment, and alternatively under the doctrines application was foreseeable as against each of them, whether as signatories or under the “close relationship” doctrine The Court also held that “the motion court properly invoked the close relationship doctrine to render relationship between Westaub II LLC and CSI further evinced a close relationship sufficient to invoke the doctrine Westaub is also notable for its application of the “close relationship” doctrine.

As with many rules, there is an exception – the continuing wrong doctrine. Under the doctrine, the statute of limitations is tolled “where there is a series of independent, distinct May 7, 2020) (holding that, under continuous wrong doctrine, new contracts executed during limitations The Court further held that the motion court “correctly deemed the fiduciary tolling doctrine,” to be The decision also highlights how the continuing wrong doctrine applies.

(a/k/a the “Park doctrine,” referring to the 1975 case decided by the U.S. The doctrine permits the imposition of liability against corporate officers for the violations of law In New York, the doctrine has been applied to violations of, inter alia , state environmental laws. A conviction under the doctrine can result in imprisonment, criminal fines and/or restitution. C & J Enterprises shows that the doctrine can be, and has been, applied in the state law context.

The Functional-Equivalent Doctrine Under the functional-equivalent doctrine, the attorney-client privilege Since the functional-equivalent doctrine expands the scope of the privilege, courts narrowly apply it In applying the doctrine, the courts consider whether a consultant or other contractor has in practice In contrast, courts outside of the Second Circuit have embraced the doctrine, stating that the approach Regardless of the foregoing debate, as Frank shows, in New York State courts, the doctrine remains a

Reed of the New York County Commercial Division addressed the doctrine of in pari delicto , which “bars delicto doctrine. delicto doctrine to the complaint. Takeaway The in pari delicto doctrine serves two salutary purposes. This Blog previously examined the in pari delicto doctrine here .

Under the continuing wrong doctrine, “where there is a series of continuing wrongs,” the statute of limitations If the continuing wrong doctrine applies, it “will save all claims for recovery of damages but only to The application of the continuing wrong doctrine must “be predicated on continuing unlawful acts and Thus, the doctrine is inapplicable where there is one tortious act and “continuing consequential damages memoranda, plaintiffs argued that the statute of limitations was tolled under the continuing wrong doctrine

This Blog has previously addressed “economic duress” and the “voluntary payment doctrine.” < HERE ="> The “voluntary payment <mark>doctrine</mark>” bars recovery of payments voluntarily made with full knowledge of the Peddy & Fenchel, P.C. , in which the Court addressed both economic duress and the voluntary payment <mark>doctrine</mark> As to the application of the voluntary payment <mark>doctrine</mark>, the Overbay Court said: Further, “the voluntary payment <mark>doctrine</mark> bars recovery of payments voluntarily made with full knowledge of the facts, and in

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 carriage agreements with programmers than the then-smaller Charter. One programmer, common to both TWC and Charter, was Univision Communications Inc. ("Univision"), the nation’s largest Spanish language broadcaster. Univision’s contract with TWC does not expire until June 2022, and provides for licensing fees at a much cheaper rate than the Charter agreement. Univision’s contract with Charter was set to expire on June 30, 2016. Beginning in March 2016, Univision tried to renegotiate its agreement with Charter. Those efforts were rebuffed by Charter, which claimed that the TWC agreement governed the payment of licensing fees through June 2022. Univision contends that Charter is acting in bad faith by "resorting to transparently constructed, pretextual arguments ... to unilaterally impose license fees that are dramatically below current market license fees." In support, Univision relies on a provision in its contract with Charter which provides that in the event Charter acquires a company with a pre-existing Univision carriage agreement, the licensing fee rates of the acquired company may only remain in effect until the expiration of the calendar year when the acquisition occurred -- which in this case would be December 2016. Univision claims the provision was expressly designed to address and avoid the kind of licensing fee dispute that has now come to pass. Univision also maintains that Charter's position is contradictory to public statements that Charter executives made to secure approval of the acquisition -- namely that it would be Charter, not TWC, management who would control the operations of the combined company after the acquisition. According to Univision, these statements formed the basis upon which "the Federal Communications Commission, the U.S. Department of Justice, the New York State Public Service Commission, and the California Public Utilities Commission each approved the Acquisition." Univision filed suit against Charter in New York Supreme Court (Univision Communications Inc. v. Charter Communications, Inc., Index No. 653568/2016) this month for breach of contract related to the licensing fees dispute. For more on how New York courts determine which of several competing agreements controls a dispute, see our discussion in Contract Ambiguity Defeats Dismissal of Declaratory Judgment Claim and Written Agreements That Are Clear and Unambiguous Must Be Enforced According to the Plain Meaning of Their Terms. Freiberger Haber LLP is a New York City based law firm experienced in business law and complex business litigation. The firm handles all aspects of business transactions, including contract negotiations and preparation, asset purchase agreements, mergers, and acquisitions, and litigation that arises from such transactions. Contact the firm today at (212) 209-1005 or online here. This article was written by Jeffrey M. Haber, a partner at Freiberger Haber LLP. This article is for informational purposes and is not intended to be and should not be taken as legal advice.