Court rejected use of highest intermediate price method to calculate former employee's losses from improperly applied lockup where there was an adequate record to calculate the average stock price over a reasonable trading period.

Court granted partial dismissal of breach of contract claim where parties reached written agreement on only one set of figures for three of their projects, meaning the parties had not reached a complete written agreement.

Court declined to resolve breach of contract claim on summary judgment where parties had material factual disputes over the contractual conditions precedent to payment.

Company founder and former CEO was not entitled to indemnification/advancement from company pursuant to corporate agreements and bylaws where founder had broadly released any claims he had against the company in a stock repurchase agreement, nor was he entitled to statutory indemnification since he had not been successful on the merits of any related legal actions.

Where contract detailed procedure by which parties were to negotiate undefined variable compensation fees, the contract created a duty to negotiate in good faith and allegations that customer failed to lodge reasoned objections or otherwise participate in the negotiation process was sufficient to state a claim for breach.

In the Matter of International Business Machines Corporation & Combined Affiliates v. Tax

The court held that plaintiff's shares were not Lockup Shares as defined in the bylaws adopted prior to the business combination between the Special Purpose Acquisition Company and plaintiff's former company, such that plaintiff was free to trade them immediately upon receipt. Relief in Count I granted.

Appellate Division, First Department: January 20, 2022

Item's Production Not Compelled; Prevention of Earlier Identification Not Addressed

Appellate Division, First Department: June 17, 2021