Opinion
10185 10185A Index 650277/18
10-24-2019
ABB, INC., Plaintiff–Respondent, v. HAVTECH, LLC, Defendant–Appellant.
Spiro Harrison, New York (David B. Harrison of counsel), for appellant. Goodell Devries LLP, Baltimore, MD (Derek M. Stikeleather of the bar of the State of Maryland, admitted pro hac vice, of counsel), for respondent.
Spiro Harrison, New York (David B. Harrison of counsel), for appellant.
Goodell Devries LLP, Baltimore, MD (Derek M. Stikeleather of the bar of the State of Maryland, admitted pro hac vice, of counsel), for respondent.
Friedman, J.P., Kapnick, Oing, Singh, JJ.
Order, Supreme Court, New York County (Saliann Scarpulla, J.), entered January 10, 2019, which denied defendant's motion for summary judgment dismissing the complaint and granted plaintiff's motion to dismiss certain counterclaims, unanimously affirmed, with costs. Order (same court and Justice), entered May 10, 2019, which granted plaintiff summary judgment declaring that the parties' agreement is governed by New York law and denied defendant's cross motion for a stay, unanimously affirmed, with costs.
The parties' agreement contains a clause entitled "governing law" that provides the agreement is to be interpreted and construed in accordance with New York law, without reference to its choice of law principles. The contract involves millions of dollars of heating, ventilation and air conditioning (HVAC) equipment sales.
As a preliminary matter, the parties' agreement falls within the ambit of General Obligations Law § 5–1401, and thus, regardless of whether there is a connection between the transaction and New York, New York will enforce the choice of law clause (see IRB–Brasil Resseguros, S.A. v. Inepar Invs., S.A., 20 N.Y.3d 310, 958 N.Y.S.2d 689, 982 N.E.2d 609 [2012], cert denied 569 U.S. 994, 133 S.Ct. 2396, 185 L.Ed.2d 1105 [2013] ).
Defendant's sole defense and counterclaims were based on its argument that the Maryland Dealer Act applied to invalidate the termination without cause and other provisions of the agreement. The motion court properly rejected the application of Maryland law. IRB makes clear that no such choice of law analysis is proper in light of the clear choice of New York law and the legislative purpose of General Obligations Law § 5–1401 (see Ministers & Missionaries Benefit Bd. v. Snow, 26 N.Y.3d 466, 25 N.Y.S.3d 21, 45 N.E.3d 917 [2015] ).
We reject defendant's argument that we are required to consider the public policy concerns of the Maryland Dealer Act in determining this dispute. Non–New York statutes do not invalidate contracts that chose New York law and are valid and enforceable under New York law (see Gottwald v. Sebert, 161 A.D.3d 679, 79 N.Y.S.3d 7 [1st Dept. 2018] ).
Finally, defendant's reference to similar dealer protection statutes in New York that protect dealers in other industries does not indicate a public policy in New York that would mandate extending such protections to HVAC equipment dealers. The legislature has made the determination to provide such protections on an industry by industry basis, thus far not including HVAC distributors.