I recently co-authored Smith, Gambrell & Russell’s first issue of New York Court of Appeals Decisions Updates covering the cases below. You can subscribe to future issues on our firm website.
- Sophisticated Parties Held to Language of Agreements The Court of Appeals recently issued three decisions that, when considered both individually and together, hold business people to the terms of their written agreements.
- No Breach of Fiduciary Duty Where Allegation of Trust and Reliance Is Not Reasonable In Pappas v. Tzolis, an action between former members and managers of an LLC, the Court of Appeals addressed the question of whether one member breached a fiduciary duty by failing to disclose negotiations for the sale of the company in connection with a buyout of another member’s interest.
- Residential Condominiums Differ from Residential Cooperatives in Responsibility for Injuries to a Contractor’s Employee Labor Law § 241(6) provides that an owner of real property is liable for persons injured doing work on the premises if reasonable and adequate protection and safety are not provided and if they fail to comply with provisions of the Industrial Code.
- Express Choice of New York Law in Contract Trumps Conflict of Laws Analysis In IRB-Brasil Resseguros, S.A. v. Inepar Investments, S.A., one defendant issued a $30 million note and, in connection therewith, executed certain collateral agreements.
- Requirement that Health Club Have Defibrillator on Premises Does Not Create a Duty to Use the Device The Public Heath Law requires health clubs with 500 or more members to have an Automated External Defibrillator [“AED”], “a portable medical device for delivery of an electroshock to restart normal heart rhythm,” on the premises.
- Partnership Law Permits One Party to Unilaterally Withdraw from Oral Agreement if Venture Is Not for a Definite Term or a Particular Undertaking Section 62(1)(b) of the Partnership Law provides that a partnership formed by an oral agreement may be unilaterally dissolved “if no definite term or a particular undertaking is specified” in the oral agreement.
- Measure of Damages for Breach of Contract to Sell Real Property Is Enunciated The Farrell family agreed to sell their lakeside property in Skaneateles, New York to the White family for the $1.725 million asking price with a $25,000 deposit, and the balance was to be paid in cash at closing.
- Tax Law Subjecting Online Retailers, without a Physical Presence in the State, Is Not Unconstitutional In Overstock.com, Inc. v. New York State Dept. of Taxation & Fin., the Court of Appeals considered a 2008 amendment to Tax Law § 101(b)(8)(vi) (the “Internet Tax”) that defined a vendor as an out-of-state person selling tangible personal property or services to residents of the state, either directly or through independent contractors or representatives.
Victor M. Metsch is a Senior Litigation/ADR Counsel at Smith, Gambrell & Russell, LLP. He can be reached at firstname.lastname@example.org. He maintains a website at www.LegalVictor.net and can be found on Twitter @LegalVictor1.
The equitable remedy of reformation to correct a “scrivener’s error” in a contract, agreement or understanding appears to be as old as the common law itself. General principles of New York law in this area of the law were formulated in the mid to late nineteenth century (Part I); nuanced and applied to more complicated transactions in the twentieth (Part II); and continue to be followed and applied in the current millennium (Part III).