Many non-lawyers (and often lawyers) overlook the details of contract clauses that are generally referenced as "boilerplate." Sometimes the "boilerplate" clauses appear in contracts under the caption "Miscellaneous."
But, the next time an attorney or a client refers to a contract, or any of its clauses, as being "boilerplate"...
In the case of Truist Equipment Finance Corp. v. Tebele, 2025 NY Slip Op 35031(U), the New York court held that a forbearance agreement, entered into between a lender and a borrower regarding the borrower's pre-existing loan, did not transform the Guaranty (personal guarantee) into an instrument outside the scope of...
The answer to that question is: not on the date that an accountant/auditor submits a draft copy of a report that becomes the basis for the client's* malpractice claim against the accountant/auditor.
In Sirius XM Radio LLC v. Adeptus Partners, LLC (2025 NY Slip Op 34214(U), Index No....
In Hyros, Inc. v. Marcum, LLP, Index No. 653718/2023 the court upheld Marcum LLP's right to terminate its contractual relationship with its client pursuant to either of the two clauses in Marcum LLP's engagement letter: (i) "the right to terminate [the] services at any time" and (ii) [Marcum] "may resign from the...
On May 13, 2025, a New York court (Prager Metis CPAs LLC v. Koenig, Index No. 652000/2023) held that the non-compete/client non-solicitation clauses (often referred to as 'restrictive covenants') in a CPA firm's employment contract with its CPA employee were too broad (thus, unreasonable) and, therefore, granted summary judgment (without trial)...
If a contract (particularly a Partnership Agreement or other similar contract, such as an Operating Agreement or a Shareholders Agreement) requires that a particular notice be delivered "by" or "from" the Partnership (or by LLC or the corporation, as the case may be), that notice must clearly identify that it is ...
One of the benefits of being owed money under a promissory note (and, when applicable, a personal guaranty(ee)), in contrast to being owed money under an ordinary contract, is that the lender can qualify for an expedited procedure for collecting the debt under CPLR 3213. To qualify for CPLR 3213, the instrument...
In Daiwa Corporate Advisory LLC v. Katapult Group, Inc. (NY County Supreme Court, Index No. 652164/2021), the trial court held that a contract is enforceable where the fees payable were to be “mutually-agreed” based on “customary and . . . similar transactions and practices in the investment banking industry.”
***This blog posting is one in a series that we anticipate posting specifically regarding the importance of spending additional time to carefully review and to write--with precision--the various clauses in business documents in general, and specifically in contracts.***
In FFS Data Corp. v. The OLB...
