Goodstein Construction Corp. v. City of New York

8 Citing briefs

  1. International Finance Corporation v. Korat Waste to Energy Co., Ltd.

    MOTION to Dismiss the Complaint. Document

    Filed August 6, 2007

    It would, in effect, be transforming an agreement to negotiate for a contract into the contract itself. 80 N.Y.S.2d at 373, 590 N.Y.S.2d at 429. Here, too, allowing contract expectation damages based on an alleged breach of an implied covenant of good faith and fair dealing would “be transforming an agreement to Case 1:07-cv-05451-SHS-THK Document 13 Filed 08/06/2007 Page 25 of 52 19 negotiate for a contract into the contract itself.”

  2. HotelsAB Green, LLC v. Reignwood Europe Holdings SARL

    MEMORANDUM OF LAW in Support re: 22 MOTION to Dismiss Complaint. . Document

    Filed January 30, 2018

    This is because the hallmark of an agreement to agree is the obligation to negotiate the terms of a further agreement in good faith, and a party’s alleged failure to bargain in good faith is not a but-for cause of [a plaintiff’s] lost profits, since even with the best faith on both sides the deal might not have been closed [and] attributing [a plaintiff’s] lost profits to [a defendant’s] bad faith may be speculative at best . . . [A]n award based on the expectation interest would give the injured party the “benefit of the bargain” that was not reached. Goodstein, 80 N.Y.2d at 373 (quotations omitted) (emphasis in the original). The rule in Goodstein is applied to agreements, like the LOI, that serve as “‘preliminary contracts where the parties agree on certain major terms, but leave other terms open for further negotiation.

  3. Viasat, Inc. et al v. Space Systems/Loral, Inc.

    MOTION for Judgment as a Matter of Law

    Filed June 13, 2014

    There is no evidence that the parties contemplated any amount – let alone $58 million – in liability for lost profits to the Jupiter satellite at the time of the execution of the contract. Goodstein, 604 N.E.2d at 1361. No evidence was introduced at trial to suggest that the parties could have reasonably foreseen that SS/L's liability would include ViaSat's alleged lost profits based on lost subscribers to Hughes.

  4. HotelsAB Green, LLC v. Reignwood Europe Holdings SARL

    REPLY MEMORANDUM OF LAW in Support re: 22 MOTION to Dismiss Complaint. . Document

    Filed March 1, 2018

    The LOI, while undoubtedly binding, was only an agreement to agree (i.e., to negotiate and execute the definitive JVA in good faith). Reignwood Europe’s Motion cites unequivocal decisions of both state and federal courts in New York, all following Goodstein Const. Corp. v. City of N.Y., 80 N.Y.2d 366 (1992), and holding that a breach of an agreement to negotiate and agree cannot result in lost profit damages. (Br.

  5. B.F., et al., Respondents,v.Reproductive Medicine Associates of New York, LLP, et al., Appellants.

    Brief

    Filed November 15, 2017

    Damages are intended to return the parties to the point at which the breach arose and to place the nonbreaching party in as good a position as it would have been had the contract been performed. See, e.g., Goodstein Constr. Corp. v. City of New York, 80 N.Y.2d 366, 373 (1992); Haig, Commercial Litigation in New York State Courts, § 51.3[c], at 31 4 West’s New York Practice Series, 1995; Restatement [Second] of Contracts § 347, comment a; § 344), Brushton-Moira Cent.

  6. Halpern v. Tharaldson

    MOTION for Summary Judgment

    Filed September 1, 2016

    ol la nd & H ar t L LP court first noted that the parties’ contract did not specifically provide for this remedy, nor did it suggest “such a heavy responsibility on the part of the County.” Id. at 320. In the absence of such a provision, the court considered “what the parties would have concluded had they considered the subject.” Id. (emphasis in original). The court found that although “the County was aware that [plaintiff] had acquired and intended to further acquire peripheral lands, this knowledge, in and of itself, is insufficient as a matter of law to impose liability on the County...” Id. The court further found that the plaintiff undoubtedly “purchased the peripheral lands in question with the hope of benefitting from the expected appreciation in the value of those lands…[but] [i]n doing so, [plaintiff] voluntarily and knowingly assumed the risk that, if the stadium were not built, its expectations of financial gain would be unrealized.” Id. Likewise, in Goodstein Const. Corp. v. City of New York, 80 N.Y.2d 366 (N.Y. 1992), the court again found that plaintiff’s alleged lost profits were not within the contemplation of the parties. In Goodstein, the parties entered into two letter agreements for the development and construction of two real estate sites.

  7. IDT Corp., et al., Respondents,v.Tyco Group, S.A.R.L., et al., Appellants.

    Brief

    Filed April 29, 2014

    . Fifth, the Appellate Division's holding is, if anything, even more clearly at odds with the law of the duty to negotiate, as developed since this Court's opinion in Goodstein Constr. Corp. v. City of New York, 80 N.Y.2d 366, 590 N.Y.S.2d 425 (1992). IDT contends that the "Appellate Division agreed with th[e] fundamental proposition" that: When parties enter into an agreement to negotiate final terms and one party sues the other for breach of contract, and the court of final instance determines that no breach has taken place, the contract remains operative unless circumstances have materially changed.

  8. Alaska Rent-A-Car Inc. v. Avis Budget Group, Inc. et al

    MEMORANDUM in Support of Motion Re Scope of Damages

    Filed May 2, 2008

    Sch. Dist. v. Fred H. Thomas Assocs., 91 N.Y.2d 256, 262 (1998) (“Damages are intended to return the parties to the point at which the breach arose and to place the nonbreaching party in as good a position as it would have been had the contract been performed”) and Goodstein Constr. Corp. v. City of New York, 80 N.Y.2d 366, 373 (1992) (citing RESTATEMENT § 347 cmt. a. Measure of Damages In General).