Judith A Archer

February 16, 2023 | New York Law Journal

Even where a president's authority to authorize a corporation to commence litigation is lacking, however, a corporate president who is also a stockholder of the corporation may be able to seek relief for the corporation through a shareholder derivative action, contributors Thomas J. Hall and Judith A. Archer write.

By Thomas J. Hall and Judith A. Archer

10 minute read

December 15, 2022 | New York Law Journal

As discussed in this article, determining whether a privity-like relationship is proven, or at the motion to dismiss stage adequately pleaded, is intensively fact-specific.

By Thomas J. Hall and Judith A. Archer

9 minute read

October 20, 2022 | New York Law Journal

New York courts generally use two non-exclusive tests to determine whether the opportunity at issue was a corporate opportunity.

By Thomas J. Hall and Judith A. Archer

11 minute read

August 18, 2022 | New York Law Journal

While the doctrine's original focus was on illegal acts and illegal contracts, it has since been significantly expanded to other types of wrongdoing, including civil wrongs, as discussed by Thomas J. Hall and Judith A. Archer in this edition of their Commercial Division Update.

By Thomas J. Hall and Judith A. Archer

9 minute read

June 16, 2022 | New York Law Journal

It is important to allege as many facts as possible to avoid dismissal of the claim as vague or conclusory.

By Thomas J. Hall and Judith A. Archer

10 minute read

April 14, 2022 | New York Law Journal

The 'Danann' case stands for the now well-recognized principle that a specific merger clause—one encompassing the representations that are the subject matter of the fraud claim—will likely bar a plaintiff's fraud claim that looks outside the agreement. Recent Commercial Division decisions applying this 'Danann' standard are instructive as to how specific that clause must be.

By Thomas J. Hall and Judith A. Archer

8 minute read

February 17, 2022 | New York Law Journal

Many of the 2021 Commercial Division rule changes arose from pandemic-related health and safety concerns. However, the changes do far more than merely enable the Commercial Division parts to continue to adjudicate cases effectively in the COVID-19 world. These rules are designed to increase the efficiency and productivity of the Commercial Division beyond COVID-19 and further entrench its role as a leader in efficient adjudication and innovation among courts.

By Thomas J. Hall and Judith A. Archer

8 minute read

December 16, 2021 | New York Law Journal

Without an agreement between parties to share losses, a joint venture, and therefore a fiduciary duty and the breach thereof, may not be found to exist. In this edition of their Commercial Division Update, Thomas J. Hall and Judith A. Archer discuss recent decisions that provide insight on the application of this requirement of the sharing of losses.

By Thomas J. Hall and Judith A. Archer

9 minute read

October 14, 2021 | New York Law Journal

Despite its ancient origins, recent Commercial Division decisions illustrate how the flexible canon of ejusdem generis continues to shape the interpretation of modern contracts, as well as statutes, frequently serving as a limiting principle on a litigant's expansive interpretation of a contract's or statute's catch-all phrase. Thomas J. Hall and Judith A. Archer explore the term in this edition of their Commercial Division Update.

By Thomas J. Hall and Judith A. Archer

9 minute read

August 19, 2021 | New York Law Journal

In their Commercial Division update, Thomas Hall and Judith Archer discuss how recent decisions have routinely applied tax estoppel where appropriate, but also have highlighted limitations to the application of the doctrine. They examine a number of rulings that reflect the clear application of tax estoppel, and its use both offensively or defensively.

By Thomas J. Hall and Judith A. Archer

9 minute read