Sempra Energy Trading Corp. v. BP Products North America, Inc.

23 Citing cases

  1. Tennenbaum Living Tr. v. GCDI S.A.

    682 F. Supp. 3d 342 (S.D.N.Y. 2023)   Cited 2 times
    Discussing the scope of the court’s review for "manifest error"

    Neither the Court nor the parties have identified any recent New York Court of Appeals decision interpreting "manifest error" in this context. But the Appellate Division has addressed the issue in recent years—albeit rarely—and has relied on the definition of manifest error provided by the Court of Appeals almost a century and a half ago in In re Hermance v. Board of Supervisors, 71 N.Y. 481 (1877), see Sempra Energy Trading Corp. v. BP Prods. N. Am., 52 A.D.3d 350, 860 N.Y.S.2d 71, 72 (2008) (citing Hermance); Structured Credit Partners, LLC v. PaineWebber Inc., 306 A.D.2d 132, 133, 760 N.Y.S.2d 316 (App. Div. 2003) (same); see also Rogers Revocable Tr. U/A/D 12/31/81 v. Bank of Am., N.A., 64 A.D.3d 401, 402, 881 N.Y.S.2d 298 (App. Div. 2009) (citing Structured Credit Partners), as have some New York trial courts, see Rogers Revocable Tr. v. Bank of Am., N.A., No. 601133/2004, 2008 N.Y. Misc. LEXIS 7471, at *13 (N.Y. Sup. Ct. 2008) (citing Hermance and Structured CreditPartners); see also Curacao Oil N.V. v. Trafigura Pte. Ltd., No. 651746/2019, 2020 WL 3494685, at *6 (N.Y. Sup. Ct. 2020) (citing Sempra Energy Trading). Thus, although Hermance was not itself decided recently, New York courts continue to recognize it as providing the definition of manifest error employed under New York law when interpreting contracts containing manifest error provisions.

  2. Curacao Oil N.V. v. Trafigura Pte. Ltd.

    189 A.D.3d 404 (N.Y. App. Div. 2020)   Cited 4 times

    The motion court properly dismissed the breach of contract claim based on the independent inspector's "final and binding" quality determination of the fuel oil purchased by plaintiff under the contract ( Yonkers Contr. Co. v. Port Auth. Trans–Hudson Corp. , 208 A.D.2d 63, 65–66, 621 N.Y.S.2d 642 [2d Dept. 1995], affd 87 N.Y.2d 927, 640 N.Y.S.2d 866, 663 N.E.2d 907 [1996] ). Although plaintiff asserts that this case is distinguishable from Sempra Energy Trading Corp. v. BP Prods. N. Am., Inc., 52 A.D.3d 350, 860 N.Y.S.2d 71 [1st Dept. 2008] ) relied on by the motion court, we see no reason to deviate from the contract interpretation principles applied in that case ( id. at 350, 860 N.Y.S.2d 71 ["The complaint was properly dismissed, where plaintiff's breach of contract claim was refuted by ... the pre-discharge inspection report showing that the delivered fuel oil was in compliance with contract specifications"] ). Here, although plaintiff maintains that the independent inspector's quality determination did not apply to characteristics not tested, the motion court properly determined that the contract did not provide for such a carveout.

  3. Curacao Oil N.V. v. Trafigura Pte. Ltd.

    67 Misc. 3d 1235 (N.Y. Sup. Ct. 2020)   Cited 3 times

    On the one hand, having fuel oil tested immediately at port by a third party helps to foster, as one court observed, "certainty in oil transactions" by "avoid[ing] disputes that may arise from inspections separately conducted by parties." Sempra Energy Trading Corp., v. BP Products North America , No. 0600322/2007, 2007 WL 2175555 (Sup. Ct. NY Cty. July 12, 2007), aff'd , 52 A.D.3d 350 (1st Dep't 2008). But there is a trade-off.

  4. Glencore Ltd. v. Freepoint Commodities LLC

    198 A.D.3d 413 (N.Y. App. Div. 2021)   Cited 4 times

    Specifically, the certificates of analysis issued by the mutually-agreed upon inspector in July 2018, finding that the LSFO met the contract's specifications, reported on a sample of LSFO that was taken after the LSFO was shipped from Houston to the U.S. Virgin Islands and was blended with additional oil products (cf. Curacao Oil N.V. v. Trafigura Pte. Ltd., 189 A.D.3d 404, 132 N.Y.S.3d 774 [1st Dept. 2020], lv dismissed 37 N.Y.3d 925, 146 N.Y.S.3d 865, 169 N.E.3d 1228 [2021] ; Sempra Energy Trading Corp. v. BP Prods. N. Am., Inc., 52 A.D.3d 350, 860 N.Y.S.2d 71 [1st Dept. 2008] ). Moreover, because the parties’ contracts did not conclusively establish that the July 2018 certificates were final and binding on the parties, the certificate of analysis issued in August 2018, reporting that the same sample of LSFO did not meet certain criteria, raises questions as to whether the LSFO was off-specification after it was blended in the Virgin Islands.

  5. Glencore Ltd. v. Freepoint Commodities LLC

    No. 2021-05289 (N.Y. App. Div. Oct. 5, 2021)

    (cf. Curacao Oil N.V. v Trafigura Pte. Ltd., 189 A.D.3d 404 [1st Dept 2020], lv dismissed 37 N.Y.3d 925 [2021] ; Sempra Energy Trading Corp. v BP Prods. N. Am., Inc., 52 A.D.3d 350 [1st Dept 2008]). Moreover, because the parties' contracts did not conclusively establish that the July 2018 certificates were final and binding on the parties, the certificate of analysis issued in August 2018, reporting that the same sample of LSFO did not meet certain criteria, raises questions as to whether the LSFO was off-specification after it was blended in the Virgin Islands. Defendant's argument that the July 2018 certificates were irrefutably issued pursuant to the purchase contract, not the subsequent mitigation contract, is not persuasive, and simply raises an issue of fact.

  6. Accurate Copy Serv. v. Fisk Bldg. Assoc

    72 A.D.3d 456 (N.Y. App. Div. 2010)   Cited 48 times
    Affirming dismissal of unconscionability claim where "plaintiffs failed to plead anything regarding an alleged lack of meaningful choice" regarding the contractual terms at issue

    The third cause of action seeking rescission of the electricity provisions of the lease was properly dismissed, since plaintiff's failed to plead that claim with the specificity required by CPLR 3016 (b). Indeed, plaintiff's failed to include "specific and detailed allegations of fact" in the complaint ( Callas v Eisenberg, 192 AD2d 349, 350), and while the complaint makes reference to representations purportedly made during lease negotiations about what the electricity charges would be, that merely suggests fraud and is insufficient to sustain the claim ( see Sempra Energy Trading Corp. v BP Prods. N. Am., Inc., 52 AD3d 350). Nor did plaintiff's sufficiently allege that the leases were unconscionable, as such a claim requires plaintiff's to have pleaded facts supporting both procedural and substantive unconscionability ( see Gillman v Chase Manhattan Bank, 73 NY2d 1, 10-11).

  7. Glencore Ltd. v. Freepoint Commodities LLC

    2021 N.Y. Slip Op. 5289 (N.Y. Sup. Ct. 2021)

    Specifically, the certificates of analysis issued by the mutually-agreed upon inspector in July 2018, finding that the LSFO met the contract's specifications, reported on a sample of LSFO that was taken after the LSFO was shipped from Houston to the U.S. Virgin Islands and was blended with additional oil products (cf. Curacao Oil N.V. v Trafigura Pte. Ltd., 189 A.D.3d 404 [1st Dept 2020], lv dismissed 37 N.Y.3d 925 [2021] ; Sempra Energy Trading Corp. v BP Prods. N. Am., Inc., 52 A.D.3d 350 [1st Dept 2008]). Moreover, because the parties' contracts did not conclusively establish that the July 2018 certificates were final and binding on the parties, the certificate of analysis issued in August 2018, reporting that the same sample of LSFO did not meet certain criteria, raises questions as to whether the LSFO was off-specification after it was blended in the Virgin Islands.

  8. Armenante v. Nationwide Commercial Indus. Surfaces Inc.

    2021 N.Y. Slip Op. 30932 (N.Y. Sup. Ct. 2021)

    . A CPLR 3211(a)(1) motion "may be appropriately granted only where the documentary evidence utterly refutes plaintiff's factual allegations, conclusively establishing a defense as a matter of law" (Goshen v Mut. Life Ins. Co., 98 NY2d 314, 326 [2002]; see also Sempra Energy Trading Co. v BP Prods. N. Am., Inc., 52 AD3d 350, 350 [1st Dept 2008] [holding that it was proper for the complaint to be dismissed because the documentary evidence—namely, the pre-discharge inspection report showing that the delivered fuel oil was in compliance with contract specifications— refuted the plaintiff's allegations for breach of contract]).

  9. Alba Servs. v. 55 Liberty Owners Corp.

    2021 N.Y. Slip Op. 30165 (N.Y. Sup. Ct. 2021)

    In order to prevail on a motion to dismiss based on documentary evidence, "the documents relied upon must definitively dispose of plaintiff's claim" (Bronxville Knolls v Webster Town Ctr. Partnership., 221 AD2d 248, 248 [1st Dept 1995]). A CPLR 3211(a)(1) motion "may be appropriately granted only where the documentary evidence utterly refutes plaintiff's factual allegations, conclusively establishing a defense as a matter of law" (Goshen v Mut. Life Ins. Co., 98 NY2d 314, 326 [2002]; see also Sempra Energy Trading Co. v BP Prods. N. Am., Inc., 52 AD3d 350, 350 [1st Dept 2008] [holding that it was proper for the complaint to be dismissed because the documentary evidence—namely, the pre-discharge inspection report showing that the delivered fuel oil was in compliance with contract specifications— refuted the plaintiff's allegations for breach of contract]).

  10. Simmons Mach. Tool Corp. v. Skanska Ecco III JV

    2020 N.Y. Slip Op. 33480 (N.Y. Sup. Ct. 2020)

    Under CPLR 3211(a)(1), a motion to dismiss will be granted if "the documentary evidence utterly refutes plaintiff's factual allegations, conclusively establishing a defense as a matter of law" (Goshen v Mutual Life Ins. Co. of N.Y., 98 NY2d 314, 326 [2002], citing Leon, 84 NY2d at 88 [1994]). Testing reports that meet this standard may be considered documentary evidence under CPLR 3211(a)(1) (see Sempra Energy Trading Corp. v BPProducts North America, Inc., 52 AD3d 350, 350 [1st Dept 2008] [report showing compliance with technical specifications conclusively established contractual conformity]).