Twenty 6 Realty Partners Inc. v. GSS N3 LLC

5 Citing cases

  1. Claim Recovery Grp. v. Markel Corp.

    212 A.D.3d 554 (N.Y. App. Div. 2023)   Cited 2 times

    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]).

  2. Myzak v. Rosania

    2023 N.Y. Slip Op. 33780 (N.Y. Sup. Ct. 2023)

    The parties' conduct demonstrates that they both intended to be bound by the February 4, 2022 emails. See, e.g., Twenty 6Realty Partners Inc.v.GSSN3 LLC, 192 A.D.3d 463, 464 (1stDept. 2021). The fact that defendant allegedly sought to renegotiate certain terms of the February 4, 2022 Agreement in the process of formalizing a written agreement is insufficient to establish that defendant did not intend for the emails to be binding. See Claim Recovery Grp. LLC v. Markel Corp., 212 A.D.3d 554, 555 (1st Dept 2023) ("Parties' later renegotiation, addition, or elaboration of certain terms does not negate the fact that those terms were clearly agreed upon....").

  3. Hashkaot LLC v. Union Senior Citizens' Plaza, Inc.

    2023 N.Y. Slip Op. 31016 (N.Y. Sup. Ct. 2023)

    1945] [oral acceptance by plaintiff of written offer by defendant to sell certain real property raised an issue of fact]; Vertex Capital Corp, v V-FormationInc., 2002 WL 3101878, at *3-4 [SD NY 2002] [issue of fact existed as to whether plaintiff orally accepted defendant's written offer with respect to a finder's fee for obtaining certain financing]). Similarly, the cases in which plaintiff relies for the position that its LOI was sufficient to bind the parties involved instances where both parties signed the LOI (see Twenty 6 Realty Partners Inc.vGSS N3 LLC, 192 A.D.3d 463 [1st Dept. 2021] [question of fact existed as to whether the person who signed on behalf of seller-defendant had authority to convey the property]; O'Hanlon v Renwich, 166 A.D.3d 890 [2nd Dept. 2018][plaintiff and defendant signed a document acknowledging that the parties had entered into an agreement for plaintiff to purchase certain real property]).

  4. SPG Capital Partners, LLC v. Cascade 553 LLC

    77 Misc. 3d 1222 (N.Y. Sup. Ct. 2023)

    Its reliance on Bed Bath and Beyond is misplaced, because there the court found that "[t]he plain language of the [letter of intent] manifests the parties’ intent to be bound by its terms" (52 AD3d at 414). Indeed, in those cases where courts have found letters of intent or term sheets to be binding, courts have relied not only on the specificity of the details in the documents but a similar manifestation of intent (e.g.,Twenty 6 Realty Partners Inc. v GSS N3 LLC , 192 AD3d 463, 464 [1st Dept 2021] [granting summary judgment]; Moshan v PMB, LLC , 141 AD3d 496, 496 [1st Dept 2016] [summary judgment properly denied on enforceability of commission agreement where the plaintiff "alleged sufficient facts to permit a reasonable inference that the parties manifested an intent to be bound"]). Next, the court turns to plaintiff's primary argument in opposition.

  5. Go N.Y. Tours, Inc. v. Tour Cent. Park

    2022 N.Y. Slip Op. 33406 (N.Y. Sup. Ct. 2022)

    Relatedly, the First Department has found that explicit language other than "subject to" expressing the intention of the parties to formalize an agreement is likewise not determinative of intent to be bound. See Twenty 6 Realty Partners. Inc. v GSS N3 LLC. 192 A.D.3d 463, 464 (1stDept. 2021) (letter of intent containing material terms was enforceable notwithstanding provision that parties were to "sign a contract asap"); Sustainable PTE Ltd. v Peak Venture Partners LLC, 150 A.D.3d 554, 555 (1st Dept. 2017) (agreement not rendered unenforceable because it stated that parties would execute a future agreement); Trolman v Trolman, Glaser & Lichtman, PC, 114 A.D.3d 617, 618 (1st Dept. 2014) (handwritten memorandum following mediation was binding even though it stated that parties would promptly execute formal settlement papers).