The First Department concluded similarly for an insurance contract that defined an additional insured as "[a]ny entity required by written contract . . . to be named as an insured." Netherlands Ins. Co. v. Endurance Am. Specialty Ins. Co., 157 A.D.3d 468, 66 N.Y.S.3d 441, 442 (1st Dep't 2018). Likewise, in 77 Water St., Inc. v. JTC Painting & Decorating Corp., the Second Department did not require privity where the insurance coverage "included entities as required by written contract with [named insured]."

The language of the Harleysville additional insured endorsement does not require direct privity of contract (seeTravelers Prop. Cas. Co. of Am. v. Harleysville Worcester Ins. Co., ––– F.Supp.3d ––––, 2023 WL 4896169, *10, 2023 U.S. Dist. LEXIS 133689 *23-24 [S.D.N.Y. Aug 1, 2023, No. 22CV2171 (KPF)] ; Vargas v. City of New York, 158 A.D.3d 523, 524, 71 N.Y.S.3d 415 [1st Dept. 2018] ; Netherlands Ins. Co. v. Endurance Am. Specialty Ins. Co., 157 A.D.3d 468, 468–469, 66 N.Y.S.3d 441 [1st Dept. 2018] ). Accordingly, plaintiffs are additional insureds under the policy issued by Harleysville to Renewal.

The term sheet's references to a "proposed" or "potential" transaction or "any resulting transaction" do not undermine this interpretation. The term sheet stated that it was drafted as a proposal but became legally binding once mutually executed and, as stated on the term sheet, "[a]ccepted and [a]greed" (seeNetherlands Ins. Co. v. Endurance Am. Specialty Ins. Co., 157 A.D.3d 468, 468–469, 66 N.Y.S.3d 441 [1st Dept. 2018] ; Hajdu–Nemeth v. Zachariou, 309 A.D.2d 578, 578, 765 N.Y.S.2d 597 [1st Dept. 2003] ). The term sheet also included all material terms, including identification of the buyer and seller, description of the claims to be sold, and a formula for calculation of the purchase price (seeTwenty 6 Realty Partners Inc. v. GSS N3 LLC, 192 A.D.3d 463, 464, 139 N.Y.S.3d 821 [1st Dept. 2021] ; Deephaven Distressed Opportunities Tradings, Ltd. v. 3V Capital Master Fund Ltd., 2011 N.Y. Slip Op 34007[U], *3, *9 [Sup Ct, N.Y. County 2011], affd 100 AD3d 505, 505–506 [1st Dept 2012]).

Liberty argues that the City defendants are not additional insureds because it had no contract with them. If endorsement 4 were the only additional insured endorsement, Liberty would be correct (seeGilbane Bldg. Co./TDX Constr. Corp. v. St. Paul Fire & Mar. Ins. Co. , 143 A.D.3d 146, 147–148, 151 [1st Dept. 2016] ). However, a contract between Liberty and the City defendants is not required under endorsements 1–3 (seeNetherlands Ins. Co. v. Endurance Am. Specialty Ins. Co. , 157 A.D.3d 468, 66 N.Y.S.3d 441 [1st Dept. 2018] ). Liberty also argues that the City defendants are not additional insureds because plaintiff Robert Vargas's injury was not caused by L & L or those acting on its behalf, as required by endorsements 1–3.

The plaintiff's personal refusal to sign the final documentation necessary to effectuate the settlement agreement does not obviate or negate the agreement. "When parties enter into a preliminary agreement, anticipating that a more formal contract will be executed later, the contract is enforceable if it embodies all the essential terms of the contract" (Wronka v GEM Comm. Mgt., 49 A.D.3d 869, 871 [2d Dept 2008]; see Netherlands Ins. Co. v Endurance Am. Specialty Ins. Co., 157 A.D.3d 468, 469 [1st Dept 2018]; Banc of Am. Sec. LLC v Solow Bldg. Co. II, LLC, 77 A.D.3d 533, 534 [1st Dept 2010]; Bed Bath &Beyond Inc. v Ibex Constr., LLC, 52 A.D.3d 413, 414 [1st Dept 2008]; Pescatore v Manniello, 19 A.D.3d 571 [2d Dept 2005]).

There is no merit to the plaintiffs' suggestion that their personal refusal to sign the final documentation necessary to effectuate the settlement agreement obviates or negates the agreement. "When parties enter into a preliminary agreement, anticipating that a more formal contract will be executed later, the contract is enforceable if it embodies all the essential terms of the contract" (Wronka v GEM Comm. Mgt., 49 AD3d 869, 871 [2d Dept 2008]; see Netherlands Ins. Co. v Endurance Am. Specialty Ins. Co., 157 AD3d 468, 469 [1st Dept 2018]; Banc of Am. Sec. LLC v Solow Bldg. Co. II, LLC, 77 A.D.3d 533, 534 [1st Dept 2010]; Bed Bath & Beyond Inc. v Ibex Constr., LLC, 52 AD3d 413, 414 [1st Dept 2008]; Pescatore v Manniello, 19 AD3d 571 [2d Dept 2005]).

A party who does not intend to be bound must give "forthright, reasonable signals" that it desires to only be bound by a written agreement (see Stonehill Capital Mgt. LLC v. Bank of the W., 28 NY3d 439, 451; Kowalchuk v Stroup, 61 AD3d 118 [1st Dept 2009][Intention not to be bound is "established by a showing that a party made an explicit reservation that there would be no contract until the full formal document is completed and executed"]). The reliance on "formulaic" language like the parties are "subject to" a subsequent written agreement does not evidence an express intention not to be bound (see Stonehill Capital Mgt. LLC v. Bank of the W., supra; Bed Bath & Beyond Inc. v Ibex Constr., LLC, 52 AD3d 413 [1st Dept 2008]; see also Netherlands Ins. Co. v Endurance Am. Specialty Ins. Co., 157 AD3d 468 [1st Dept 2018]["Although the parties may have intended to execute a more formal agreement later, the proposal constitutes a binding agreement."]). Further, nothing in the oral agreement makes the settlement expressly contingent upon entry into a written agreement (see Vega v Papaleo, 85 AD3d 1363 [3d Dept 2011]).

There was no "express reservation of the right not to be bound" until the signing of a more formal agreement (Bed Bath & Beyond Inc., 52 AD3d at 414;seealsoStonehill Capital Mgt., LLC v Bank of the W., 28 NY3d 439, 453 [2016]). The lack of an expressed reservation of the right not to be bound by the LOI in the absence of further agreements strongly favors a finding of a binding agreement (see Metropolitan Lofts of NY, LLC, 160 AD3d at 635; Netherlands Ins. Co. v Endurance Am. Specialty Ins. Co., 157 AD3d 468, 469 [1st Dept 2018]; Res Exhibit Services, LLC, 155 AD3d at 1518; Moshan v PMB, LLC, 141 AD3d 496, 496 [1st Dept 2016]; Bed Bath & Beyond Inc., 52 AD3d at 414; Emigrant Bank, 49 AD3d at 384), Notably, the reason that further agreements were required is related to the fact that a condominium was involved which has certain legal requirements and formalities that must be followed.

Beginning with the issue of contract formation, the plain language of the Letter Agreement evinces the parties' intention that the writing sets forth "the binding business terms of the[ir] agreement" (Letter Agreement, p. 1; seeid. p. 2 ["business terms to which we have agreed"] ). While the parties did contemplate that these "binding business terms" would "be supplemented by an appropriate set of legal documents approved by counsel for both parties to be fully executed within 30 days" (id. , p. 1), there was no "express reservation by either party of the right not to be bound until a more formal agreement is signed" ( Bed Bath & Beyond Inc. v. IBEX Constr., LLC , 52 AD3d 413, 414 [1st Dept 2008] ; seeMetropolitan Lofts of NY, LLC v. Metroeb Realty 1, LLC , 160 AD3d 632, 634-636 [2d Dept 2018] ; Netherlands Ins. Co. v. Endurance Am. Specialty Ins. Co. , 157 AD3d 468, 469 [1st Dept 2018] ; Moshan v. PMB, LLC , 141 AD3d 496, 496 [1st Dept 2016] ; Emigrant Bank v. UBS Real Estate Sec., Inc. , 49 AD3d 382, 384 [1st Dept 2008] ). In other words, the Letter Agreement's "plain language expressed the parties' intention to be bound" thereby ( Trolman v. Trolman, Glaser & Lichtman, P.C. , 114 AD3d 617, 618 [1st Dept 2014], lv denied 23 NY3d 905 [2014] ).

See LMIII Realty, LLC v Gemini Ins. Co., 90 AD3d 1520, 1521 (4th Dept 2011) ("The purchase order was an enforceable agreement despite the fact that it was unsigned because the evidence in the record establishes that the parties intended to be bound by it."); see also Netherlands Ins. Co. v Endurance Am. Specialty Ins. Co., 157 AD3d 468, 468-69 (1st Dept 2018) (holding that "Bid Proposal Document" evidencing agreement in which contractor was obligated to name owner as additional insured satisfied policy's "written contract" requirement). Plaintiff submitted evidence from which a reasonable finder of fact could conclude that the Purchase Order reflects the terms of a binding agreement with Piermount.