How Our Firm Successfully Opposed a Motion for Summary Judgment:

In today’s business landscape, many small companies face significant financial challenges, particularly when it comes to securing necessary capital. This financial pressure has given rise to Merchant Cash Advances (MCAs), which are often marketed as quick liquidity solutions for businesses in need. However, not all MCAs are what they appear to be, and some, as our recent case demonstrates, cross the line into predatory lending.

In this recent case, we had the privilege of representing Suburban Waste Services, Inc., owned by Mr. David Dienno and Ms. Christina Bizzari, against claims brought by Kapitus Servicing, Inc. The lawsuit revolved around two Revenue-Based Factoring Agreements, where Kapitus alleged that our client had defaulted on their obligations, leading to a demand for over $353,000, including fees for breach of contract and returned payments.

Corporate Officers and Discrimination Liability Introduction In Doe v. Bloomberg, L.P. (2021), the New York Court of Appeals addressed a critical question in employment law: Can corporate officers be held personally liable for discriminatory practices under New York City’s Human Rights Law (HRL)? The decision is a key development in understanding individual liability within business entities. Case Summary The case examined whether Michael Bloomberg, as a corporate officer, could be personally liable for discriminatory actions that occurred at Bloomberg L.P. The Court clarified that corporate officers are not automatically liable as “employers” under the HRL, but they may face liability if they have ownership interest or significant control over the decision-making process that leads to discriminatory conduct. This ruling establishes a clear boundary between personal and corporate liability under New York’s HRL, ensuring that corporate officers cannot be sued solely because of their title or ownership stake, unless there is direct involvement in the unlawful conduct. Key Takeaways for Employers • Limited Personal Liability: Corporate officers are not personally liable under HRL unless directly involved in the discriminatory acts. • Legal Clarity for Business Owners: This ruling provides corporate executives with more certainty regarding their personal legal exposure in employment-related matters

Understanding the ‘Good Guy Guaranty’ Case and Its Impact on Commercial Leasing (2023) Introduction The “Good Guy Guaranty” (GGG) has become a common clause in New York commercial leases, but a recent case in the New York Court of Appeals could reshape its interpretation. As businesses emerge from the pandemic, this case could have a wide-reaching impact on commercial real estate practices across the state. Case Overview In 2023, the New York Court of Appeals agreed to review a dispute over the interpretation of the Good Guy Guaranty. The case involves a tenant who vacated their leased space but continued to face liability under the GGG clause for unpaid rent. The landlord argued that the tenants remained liable for the rent, even after leaving the property. The Court’s review will clarify how far GGG clauses extend and whether landlords can enforce rental guarantees post-vacation. This decision will be crucial for small businesses and landlords alike, particularly in Manhattan, where these clauses are prevalent in commercial leases. Key Implications for Commercial Tenants • Potential for Extended Liability: If the Court sides with the landlord, tenants could be on the hook for rent long after they vacate a property. • Commercial Lease Negotiations: Businesses should carefully negotiate GGG clauses in their leases to limit potential liability.

Case Analysis:

Implied Covenant of Good Faith in Business Contracts Introduction The New York Court of Appeals recently ruled on a significant business law case, Singh v. City of New York (2023), which holds important lessons for contract law, particularly regarding the implied covenant of good faith and fair dealing. This decision highlights the limitations of this covenant when clear contractual disclaimers are in place. Overview of the Case The case revolved around the claim by taxi medallion owners that New York City devalued their medallions by allowing ride-sharing services like Uber and Lyft to operate without stringent regulation. Plaintiffs argued that this undermined the implicit guarantee of good faith and fair dealing tied to the original contracts for medallion purchases. However, the Court ruled against the plaintiffs, citing that the bid forms the medallion owners signed contained disclaimers, expressly stating that the city made no warranties about the medallions’ future value. These disclaimers negated any implied promises of maintaining medallion value post-purchase. Key Takeaways for Business Owners • Implied Covenant of Good Faith: While New York law generally implies a covenant of good faith and fair dealing in contracts, it cannot override explicit disclaimers within an agreement. • Contractual Disclaimers Matter: Business contracts should be carefully reviewed for disclaimers, especially when dealing with government entities or public assets like medallions