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Articles Posted in Contract/Corporate

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Landlord’s Failure to Provide Space Compliant with Certificate of Occupancy Undermined Claim That Tenant Breached the Lease

Plaintiff as tenant entered into a five year commercial lease, commencing March 1, 2006. The lease provided that the space would be used as an office for a recruiting firm and nothing else, and would not be used in a manner that would violate the certificate of occupancy (the “CO”),…

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Finding No Consideration Court Refuses to Enforce Non-Compete Agreement

NBTY, Inc. is a manufacturer and seller of vitamins and nutritional products. Piping Rock Health Products, LLC is a competitor run by NBTY’s former CEO. Between the end of 2014 and the middle of 2015, a number of high-level NBTY employees resigned and went to work at Piping Rock. In…

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Buyer Not Obligated to Close on Property for Which He Does Not Have Exclusive Use

A buyer entered into to a contract to purchase a penthouse co-op apartment for $27.5 million. Part of the unit being purchased included a terrace, which was to be for the buyer’s exclusive use. Between contract and closing, this exclusive use was questioned as the board intended to convert the…

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Real Estate Broker Entitled to Recover the Value of Its Services

Goli Realty Corp., commenced an action for the recovery of brokerage commissions. Goli sued Halperin claiming to have brought a buyer that was ready, willing and able to purchase certain real property that Halperin and his entity, SPJ LLC, were looking to sell. Goli prepared marketing packages for Hess Oil,…

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S&P Is Forced to Provide Broad Access of its Books to Shareholders

One of the repercussions of the mortgage meltdown was the subsequent scrutiny of the bond rating agencies, including S&P. Claims were made that the rating agencies ignored bond risks and overstated the quality of certain bonds so that the agencies would earn more fees from the increased volume of bonds…

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Violating Confidentiality Agreements

Confidentiality provisions are common in many different settings, including settlements, business transactions and intellectual property agreements. The cost of violating a confidentiality provision often leads to litigation and damages, and significant aggravation. While a few months old, a recent article I read highlighted some real-life examples. Have a look here…

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Protective Order Renders Commercial Contract Impossible to Perform

Plaintiff Kolodin is a singer who lived with her agent, defendant Valenti. Despite the deterioration of their relationship the parties maintained a professional arrangement and Kolodin continued to sign with Valenti and his company, Jayarvee. At some point, their relationship turned worse and Kolodin obtained an order of protection against…

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Board Member’s Vote for Disputed Conduct Not Deemed Bias for Demand in Derivative Action

Often, litigation involving a corporation will be framed as a derivative action meaning, that the shareholder that is suing is doing so on behalf of the corporation but not individually. A prerequisite for a derivative action is the suing shareholder’s demand on the board to act on behalf of the…

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Offering Plan for Condominium Building Deemed Contract with Unit Buyers

Plaintiff alleged that the sponsor of a condominium development breached the offering plan by converting the units to rentals from sales, and that the developer was therefore able to maintain control of the buildings board of directors. Plaintiff, Bauer, alleged that she purchased multiple condominium units in a building newly…

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