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.”
Category: Business Disputes
Blog Series: An Ounce of Precision in Contracts – Dispute Resolution
***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...
A Forum Selection Clause in Entity Resolutions? Not Necessary! Think again . . . A NY Court disagrees.
In Meltzer v. Kentucky Hi Tech Greenhouses LLC, 2023 N.Y. Misc. LEXIS 160, the Manager of a Kentucky LLC filed a lawsuit in New York against the LLC to recover unpaid wages purportedly owed to the Manager by the Kentucky LLC. The LLC moved to dismiss the lawsuit...
Business intermediary’s mistake in the NDA that it signed with the Buyer (on behalf of the Seller) is not actionable by the Seller against the Buyer.
In Protégé Biomedical, LLC v. Duff & Phelps Securities, LLC, et al., the business seller disclosed confidential information on a telephone call with a prospective buyer corporation. Instead of purchasing the seller's business, the prospective buyer corporation used the seller's confidential information to create its own competing product.
But that is now how we normally do it . . . Too bad . . . The LLC Operating Agreement prevails!
A minority owner of an LLC prevailed against the majority owners who tried to dilute the minority owner's percentage ownership of the LLC by issuing additional membership interests without the minority owner's approval.
In Lengyel-Fushimi v. Bellis (Kings Supt. Ct. Index No. 512764/2021), the Court held that a...
Lack of Due Diligence and Awareness of Risks Irrelevant if Claim is for Fraudulent Inducement
In BRL Hampton Rd. LLC v Ashley Heather, et. al., 2022 NY Slip Op 30039(U), the Court granted summary judgment against the party that defaulted on a construction loan even though the lender failed to conduct due diligence, was aware of the risks with a startup, and was the one who offered...
Breach of confidentiality clause in LOI/Term Sheet preceding M&A deal
In Garda USA, Inc. v. Sun Capital Partners, Inc., 2021 NY Slip Op. 03146, the Court held that a party's disclosure of ongoing negotiations can cause it to be liable for time and money spent by the other party with respect to the negotiations.
Strategies for Settling Common Business Partnership Disputes
A common risk of business partnerships is that they may deteriorate and become adversarial. When this happens, the business relationship isn’t the only thing that is at risk. In addition to the deterioration of the partnership itself, business partnership disputes often result in significant financial losses, tarnished reputations, and bad feelings all...
Benefits of Alternative Dispute Resolution
Litigation isn’t the only way to resolve a legal dispute. Rather than risking a lengthy and expensive court battle, parties may attempt to resolve their differences by agreeing to participate in alternative dispute resolution. Common alternative dispute resolution methods include mediation, negotiation, and arbitration. In this article, we examine the many benefits...