Commercial Banking, Collections, and Bankruptcy

In action alleging breach of contract and intentional misrepresentation arising out of defendant's termination of distributorship agreements held by plaintiffs, record contained sufficient evidence to support jury's verdict in favor of plaintiffs where record showed that defendant made representations that plaintiff would have future exclusive distributorships of defendant's products if plaintiffs ceased selling products from other companies when at same time defendant arranged with others to sell defendants' products in plaintiffs' territories and required that plaintiffs maintain impossible quotas as means to support instant terminations. Record, though, did not support jury's award of lost profits where distributorship agreements specifically precluded any lost profit award, and where plaintiffs failed to show sufficient disparity in bargaining power so as to avoid instant contractual limitation on damages. Also record failed to support jury's award of tort damages that were based on lost profits over six year period at assumed 20 percent growth rate where said assumptions were based on speculation.

Dist. Ct. did not err in dismissing on lack of standing grounds plaintiff-subcontractor's lawsuit alleging that it was entitled to proceeds of certain subdivision bonds issued by defendant in favor of City of Yorkville, where plaintiff had performed services with respect to improvements to subdivision required by local ordinance. While general contractor never paid plaintiff for work performed on subdivision, plaintiff could not seek recovery from said bonds where instant bonds did not contain language suggesting that surety's obligation to pay ran to unnamed third-parties for labor or materials.

Dist. Ct. did not err in granting plaintiff’s motion for summary judgment in action alleging that defendant breached contract calling for its payment for natural gas supplied by plaintiff. Ct. rejected defendant’s claims that plaintiff failed to establish damages through use of expert witness who examined invoices submitted by plaintiff, or that plaintiff improperly manipulated marketplace so as to affect price of natural gas in defendant’s market area. Moreover, Ct. rejected defendant's counterclaims, alleging that plaintiff breached oral agreements to offer natural gas at special price, to offer natural gas at fixed prices and to not charge defendant interest where defendant had failed to produce evidence establishing existence of mutual assent as to essential terms of any alleged oral agreement. Fact that plaintiff had failed to include interest charges in prior bills did not require different result where plaintiff at some point resumed practice of including said charges.

Dist. Ct. did not err in dismissing plaintiff's action alleging breach of contract or quantum meruit theory arising out of agreement in which plaintiff was to provide certain support services to defendant seeking to obtain contract to supply New York City with street furniture containing advertisements. Record showed that defendant had paid plaintiff amount called for in agreement, and while plaintiff performed tasks outside of contract in attempt to have defendant reconsider termination of subsequent contract it had no legal right to either greater payment under existing contract or to any payment under terminated contract. Ct. rejected plaintiff's argument that it was entitled to portion of additional two million proposed settlement that was never consummated and also found that plaintiff could not seek quantum meruit remedy to either increase contract price on existing contract or to obtain recovery for volunteered services done with respect to terminated contract, especially where plaintiff failed to show that said termination violated any term of said contract.

Bankruptcy Ct. did not err in denying motion by owners of debtor-corporation to set aside prior grant of bankruptcy petition and sale of golf course on claim that former shareholder in corporation had committed fraud when signing bankruptcy petition involving corporation and forcing emergency sale of golf course. Instant motion was untimely as: (1) it was filed more than one year after entry of order approving bankruptcy petition and sale of golf course; and (2) alleged fraud (i.e. perjury by witness) did not meet definition of "fraud on the court", so as to constitute exception to one-year rule. Fact that alleged fraud involving accusation of perjury committed by attorney did not require different result where attorney was not acting in role of attorney at time of alleged perjury.