In a decision last week, Judge Cote ruled that the COVID-19 pandemic qualified as a “natural disaster” that fell within the scope of a contractual force majeure clause. The defendant auction house had agreed to auction a painting owned by the plaintiff and pay it a guaranteed minimum price, but invoked its right to terminate the agreement after the auction was postponed by the COVID-19 pandemic and related government restrictions.

The force majeure clause applied in the event of “circumstances beyond our or your reasonable control, including, without limitation, as a result of natural disaster, fire, flood, general strike, war, armed conflict, terrorist attack or nuclear or chemical contamination.” Judge Cote held that the pandemic was “a circumstance beyond the parties’ reasonable control” and a “natural disaster”:


Continue Reading Judge Cote: COVID-19 Pandemic is a “Natural Disaster” for Purposes of Contractual Force Majeure Clause

In an order filed Monday, Judge Forrest denied summary judgment in what she initially called a “relatively straightforward breach of contract case” where the only issue to determine at trial was the amount of damages owed by the defendant. VoiceAge Corp., a developer of speech and audio compression technologies sued Defendant RealNetworks, Inc., an internet streaming media service known for its RealPlayer application, for unpaid royalties in New York State Court. The case was moved to federal court last summer based on diversity. Expounding on the complexities of the case, Judge Forrest stated that “[b]ased on the submissions now before the Court, it is clear that there is a factual dispute between the parties as to (1) whether royalties are properly calculated on a per download or a per channel basis, and (2) whether there is a difference between what constitutes a ‘download’ and what constitutes a ‘channel’ for purposes of that calculation.”
Continue Reading Breach of Contract Case Hangs on Definition of “Channel”

Judge Sullivan issued an opinion yesterday with his findings and conclusions after a breach of contract bench trial in which Merrill Lynch Capital Advisors sued its swap counterparty and a guarantor for $146 million. The principal question at trial was whether the individuals signing the contracts had the authority to do so.
Continue Reading Judge Sullivan Awards Merrill Lynch $146 Million in Contract Action Against Swap Counterparty