implied covenant claim in New York

2024Rather, this cause of action is legally insufficient because, in the event DW 80 South defaulted on its obligations to the senior lender, avoiding the elimination of plaintiff's junior interest was not one of "the fruits of the contract" ( Jennifer Realty , 98 NY2d at 153 ) that plaintiff had any right to expect to receive under the terms of the parties' written agreement, which expressly contemplated that plaintiff could lose its entire interest.

2024Rather, this cause of action is legally insufficient because, in the event DW 80 South defaulted on its obligations to the senior lender, avoiding the elimination of plaintiff's junior interest was not one of "the fruits of the contract" ( Jennifer Realty , 98 NY2d at 153 ) that plaintiff had any right to expect to receive under the terms of the parties' written agreement, which expressly contemplated that plaintiff could lose its entire interest.

2026Credit Agricole Corporate v. BDC Fin., LLC , 135 AD3d 561, 561 (1st Dept. 2016).

2026Credit Agricole Corporate v. BDC Fin., LLC , 135 AD3d 561, 561 (1st Dept. 2016).

2026Footnote 2: Contrary to plaintiffs' position, there is no basis to disregard Helwani's testimony as "self-serving" because there is no indication that it conflicts with some prior testimony ( see Miller v City of New York , 253 AD2d 394, 395 [1st Dept 1998]).

2026Footnote 2: Contrary to plaintiffs' position, there is no basis to disregard Helwani's testimony as "self-serving" because there is no indication that it conflicts with some prior testimony ( see Miller v City of New York , 253 AD2d 394, 395 [1st Dept 1998]).

2026No. 61 ), the implied covenant claim cannot be dismissed as duplicative (see Punch Fashion, LLC v Merchant Factors Corp., 180 AD3d 520, 523 [1st Dept 2020]).

2025Corp. v Countrywide Home Loans, Inc. , 87 AD3d 287, 297 [1st Dept 2011] [dismissing implied covenant claim as duplicative where it arose out of same set of facts as breach of contract claim]; see also Val Tech Holdings v Wilson Manifolds, Inc. , 119 AD3d 1327 , 1331 [4th Dep 2014] [holding that court erred in granting leave to amend where implied covenant claim was duplicative of breach of contract claim]).

2025Corp. v Countrywide Home Loans, Inc. , 87 AD3d 287, 297 [1st Dept 2011] [dismissing implied covenant claim as duplicative where it arose out of same set of facts as breach of contract claim]; see also Val Tech Holdings v Wilson Manifolds, Inc. , 119 AD3d 1327 , 1331 [4th Dep 2014] [holding that court erred in granting leave to amend where implied covenant claim was duplicative of breach of contract claim]).

2025As a consequence, the implied covenant claim is duplicative and therefore palpably insufficient as a matter of law ( see Mill Fin., LLC v Gillett , 122 AD3d 98, 104-105 [1st Dept 2014] ["Where a good faith claim arises from the same facts and seeks the same damages as a breach of contract claim, it should be dismissed"]; MBIA Ins.

2025ANALYSIS The movant for summary judgment "must establish [its] prima facie entitlement to judgment as a matter of law by adducing sufficient competent evidence to show that there are no issues of material fact" ( Staunton v Brooks , 129 AD3d 1371, 1372 [3d Dept 2015] [citations omitted]).

2024Corp. v Merrill Lynch , 81 AD3d 419, 420 [1st Dept 2011] [dismissing claim]; Canstar v J.A.

2024In any event, this counterclaim lacks merit because its breach of the implied covenant claim is "intrinsically tied to the damages allegedly resulting from a breach of the contract" ( Smile Train, Inc. v Ferris Consulting Corp. , 117 AD3d 629, 630 [1st Dept 2014]).

2023LLC , 27 A.3d 531, 539 [Del. 2011] ["A party may maintain a claim for breach of the implied covenant of good faith and fair dealing only if the factual allegations underlying the implied covenant claim differ from those [*12]underlying an accompanying breach of contract claim"]).

2023LLC , 27 A.3d 531, 539 [Del. 2011] ["A party may maintain a claim for breach of the implied covenant of good faith and fair dealing only if the factual allegations underlying the implied covenant claim differ from those [*12]underlying an accompanying breach of contract claim"]).

2022The fact that plaintiff failed to cite English law in support of that claim does not warrant dismissal at this juncture ( Edwards v Erie Coach Lines Co. , 17 NY3d 306, 326 [2011]).

2017The motion court properly dismissed the veil-piercing claims, as plaintiffs’ allegations are not sufficient to support such a claim, especially in light of their concession that the entities were established for a legitimate business purpose (see Wallace v Wood, 752 A2d 1175, 1184 [Del Ch 1999]; 3 E. 54th St.

2017The breach of the implied covenant of good faith and fair dealing claim must be dismissed as duplicative of the breach of contract claim, insofar as it is premised on defendant’s conduct prior to discovery of the fraud, because the claims are “based on the same allegations and seek the same damages” (Ullmann-Schneider v Lacher & Lovell-Taylor, P.C., 121 AD3d 415, 416 [1st Dept 2014]). *609 The breach of the implied covenant claim should be sustained, however, as to defendant’s post-discovery conduct.