Court stayed action under comity where another jurisdiction determined to proceed with parallel action despite that case being second-filed since that action had connections to the jurisdiction, and staying the present action would avoid duplicative litigation or inconsistent results.

In the Matter of Egate-95, LLC v. Fitness International, LLC

In the Matter of Egate-95, LLC v. Fitness International, LLC

Restrictive covenants in agreements governing asset purchase transaction for the sale of a business were governed by Delaware law where the parties had contractually chosen Delaware and where parties challenging the enforceability of the covenants failed to show that their home state's law would apply in the absence of the contractual choice.

The court found that plaintiff's amended complaint failed to sufficiently plead most of its claims including breach of contract and breach of fiduciary duty.

The court held that plaintiff adequately pled a breach of contract claim where he alleged the applicable agreement contained an unambiguous requirement that notice of share sales be given to all stockholders.

Claims arising from defendants' entering into side agreements that purportedly interfered with plaintiff's security interest were dismissed where plaintiff failed to plead facts sufficient to show bad faith or that it induced the entry into the side agreements.

Appellate Division, First Department: May 20, 2021

Failure of a transaction to meet the requirements of an earnout provision did not entitle plaintiff to relief, so the court granted defendant's motion to dismiss claims for breach of contract, reformation and declaratory relief.

Contractual fee shifting denied where plaintiffs prevailed on certain theories but recovery of minimal damages meant that neither side qualified as a "prevailing party" and equity did not warrant shifting of fees.