IndeX.

• Jurisdiction: New York

A

Abandonment of Contract

by acquiescence, §VIII.11

by action/inaction, §VIII.11

intent of parties, §VIII.11

mutual assent to, §VIII.11

what constitutes, §VIII.11

Acceleration Clauses

repudiation of contracts with, §VII.2

Acceptance of Offer. See Offer and Acceptance

Accord and Satisfaction

settlement agreements, §XIII.22

“Adequate Assurances” of Performance

generally, §VII.6

Affiliate’s Contracts

entity’s liability for, §II.11

Agency Relationship

“no-agency relationship” sample clauses, Appendix B 10.

“Agreements to Agree”

enforcement of, §II.4

Ambiguous, Contract Language

generally, §V.13

assent and, §III.5

construction of

generally, §V.16

conduct of parties subsequent to contracting, §V.18

custom and usage, §V.20

expert testimony, §V.21

practical construction, §V.18

prior communications of parties, §V.17

prior course of dealing, §V.19

subjective intent of parties, §V.22

“definiteness” of contract. See “Definiteness” of Contract

extrinsic evidence, §§V.15, 5.16

factors considered in determining, §V.15

intent of parties, §V.22

parol evidence rule, §V.5

types of, §V.14

what is, §V.14

Amendment of Contracts. See Modification of Contracts

Antecedent-Last-Used Rule

construction of contracts, §V.43

Anticipatory Breach of Contract. See Repudiation of Contract

Arbitration Agreements/Clauses

generally, §XIII.11

“arbitrability” issue, §XIII.14

“broad” clauses, §§XIII.11, 13.14

choice-of-law clauses, §XIII.11

contents of, §XIII.15

forum-selection clauses, §II.29

intent of parties, §XIII.13

international transactions

generally, §XIII.15

forum-selection clauses, §II.29

“narrow” clauses, §XIII.14

non-signatories, enforcement against, §XIII.16

sample clauses, Appendix B 23.

valid agreement

existence of, §XIII.13

voidable agreements, §XIII.13

what are, §XIII.11

Arbitration Law

generally, §XIII.12

Federal Arbitration Act, §XIII.12

Assent

generally, §III.0

ambiguous, essential terms and, §III.5

manifestation of

generally, §III.2

by action/inaction, §III.2

offer and acceptance, §III.4

by silence, §III.2

through electronic communications, §III.2

by words used, §III.2

offer and acceptance, §III.4

scope of, §III.3

to terms in agreement, §III.3

what is, §III.1

Assignments

generally, §IX.1

consent of non-assigning party, §IX.3

delegation of duties, assignment as including, §IX.4

enforcement of, §IX.1

language necessary, §IX.1

“no-assignment” clauses

generally, §XIII.46

sample clauses, Appendix B 13.

payment, rights to receive, §IX.7

promises, distinguished, §IX.1

release of assignor of contractual obligations, §IX.5

rights assignable, §§IX.1, IX.2

security assignments, §IX.8

types of, §§IX.6–9.8

what are, §IX.1

Attorney-Advice/Considerations

generally, §XIV.0

caveat emptor, principle of, §XIV.5

client file, §XIV.23

client-risk, determination of, §XIV.8

client’s exposure to damages, limiting, §XIV.10

contract language disputes, §XIV.26

execution of contract, obligations following, §§XIV.22–XIV.24

foreseeable future events that could impact performance, §XIV.9

negotiation of contracts, §§XIV.3–XIV.10. See also Negotiation of Contracts

noncompliance with contract terms

generally, §XIV.27

breach-of-contract claims, §XIV.28

responding to, §XIV.24

“sophisticated” client-obligations, §XIV.1

transaction documents

“contemplated transactions,” documents outlining, §XIV.2

preparation of documents, §§XIV.11–14.21. See also Transaction Documents

Attorney Fees

contract clauses addressing claims for, §XIII.39

as indemnifiable, §XIII.20

sample contract clauses, Appendix B 27.

Attorneys

advice/considerations. See Attorney-Advice/Considerations

due diligence obligation, §XIV.6

out-of-state-practitioners, New York law’s importance to, §I.0

“Automatic Renewal” Clauses

generally, §§VIII.16, XIII.51

what are, §XIII.51

B

“Bargained-for-Exchange.” See Consideration

“Best Efforts” Obligation

contract clauses

generally, §XIII.49

sample clauses, Appendix B 20.

as implied term, §VI.19

Breach of Contract

anticipatory breach. See Repudiation of Contract

attorney-advice/considerations

generally, §XIV.27

breach-of-contract claims, §XIV.28

responding to breaches, §XIV.24

claims for

allegations required, §§X.22–X.26

assertion of, §X.21

attorney-advice/considerations, §XIV.28

breach, allegation of, §X.25

contract clauses addressing, §XIII.39

damages, allegation of, §X.26. See also Damages

good faith and fair dealing, breach of implied covenant of, §X.27

liability for, §X.21

non-breaching party’s performance of obligations, allegation of, §X.24

persons liable, §X.21

persons who may assert, §X.21

quasi-contract claims, §III.26

releases, §XIII.23

statute of limitations, §X.28

valid contract, allegation of, §X.23

waiver, §X.29

contract clauses addressing what constitutes, §XIII.39

damages. See also Damages

allegations required in claims, §X.26

causation element of. See Damages

contract terms limiting, §XII.29

interest awards, below

mitigation of, §XII.24

defective performance, §X.9

election to continue or terminate contract, §X.15

excusing other party’s performance, §XI.7. See also Excuse

good faith and fair dealing, implied covenant of, §§VI.14, X.27

interest awards

generally, §XII.34

delinquent interest payments, §XII.36

rate of interest, §XII.35

“material” breaches

after partial performance, §X.14

after substantial performance, §X.13

consequences of, §X.12

contractual provisions determining non-breaching party’s rights, §X.16

election to continue or terminate contract, §X.15

termination of contract, §§VIII.2, 9.12

what are, §X.11

quasi-contract claims, §III.26

remedies for

contract terms prescribing/limiting, §§XII.30–XII.32

damages, above

exclusive remedy, specification of, §XII.32

specific performance, §X.30

from repudiation, §X.8. See also Repudiation of Contract

satisfaction clauses. See “Satisfaction” Clauses

settlement agreements, §XIII.22

specific performance, remedy of, §X.30

statute of limitations, §X.28

termination of contract

generally, §VIII.1

election to terminate in response to breach, §X.15

material breaches, §§VIII.2, IX.12

third-party liability

generally, §II.10

entity’s liability for affiliate’s contracts, §II.11

types of, §X.10

what constitutes, §X.8

Bribery

illegality of contract, §IV.30

Business Contracts. See also Commercial Transactions

noncompetition agreements, §IV.39. See also Noncompetition Agreements

C

Causation. See Damages

Caveat Emptor

principle of, §XIV.5

Changes to Contracts. See Modification of Contracts

Choice of Forum. See Forum-Selection Clauses

Choice of Law

contract clauses. See Choice-of-Law Clauses

illegality of contract, §IV.31

New York contract law. See also Choice-of-Law Clauses

generally, §I.1

why choose N.Y. law, §I.3

quasi-contract claims, §III.33

Choice-of-Law Clauses

application of NY law

“broad” clause(s), effect of, §II.18

forum-selection clause, need for, §II.19. See also Forum-Selection Clauses

necessity of clause, §II.16

where neither parties nor agreement have any connection to NYS, §II.15

arbitration agreements/clauses, §XIII.11

“broad” clause(s)

classification as, §II.17

effect of, §II.18

forum-selection clauses. See Forum-Selection Clauses

“narrow” clause(s), §II.17

sample clauses, Appendix B 1.

Claims

breach-of-contract claims. See Breach of Contract

contract clauses addressing claims arising under contract, §XIII.39

for damages. See Damages

lost-profit claims. See Lost-Profit Claims

quantum meruit claims. See Quantum Meruit Claims

quasi-contract claims. See Quasi-Contracts

unjust enrichment claims. See Unjust Enrichment Claims

Coercion. See Duress

Commercial Bribery

illegality of contract, §IV.30

Commercial Transactions

attorney-advice/considerations, §XIV.1. See also Attorney-Advice/Considerations

clauses often found in, §XIII.52. See also Specific Clauses By Name

consideration in, §III.15

exculpatory clauses, §IV.37

noncompetition agreements, §IV.38

performance, time for, §§X.1, X.2

public policy issues

generally, §IV.36

exculpatory clauses, §IV.37

noncompetition agreements, §IV.38. See also Noncompetition Agreements

Statute of Frauds, §III.19

Common Law

New York contract law as, §I.1

Communications of Parties

ambiguous, contract language, construction of, §V.17

electronic communications. See Electronic Communications

Conditions

conditional limitations, §VI.2

conditions precedent, §VI.2

frustration of, §VI.7

termination provisions in contracts, §VIII.3

conditions subsequent, §VI.2

construction against contract language creating, §V.44

excusing compliance with, §VI.5

express conditions

generally, §VI.1

creation of, §VI.3

frustration of, §VI.7

fulfillment of, §VI.7

implied conditions, §VI.1

judicial view of, §VI.4

notice conditions, §VI.2

oral conditions precedent, §VI.2

promises, distinguished, §VI.1

types of, §§VI.1, VI.2

waiver of, §VI.6

Consent

assignments, non-assigning party’s consent to, §IX.3

Consideration

generally, §III.12

in commercial transactions, §III.15

definition of, §III.12

detriment of disadvantage, incurring of, §III.13

existing obligation, promise to perform, §III.14

facets of, §III.12

failure of consideration as excusing performance, §XI.8

forbearance from doing an act as, §III.13

illusory agreements, §III.17

intangible value as, §III.13

mutuality of obligation, §III.16

promises as, §§III.13, III.14

third party, benefit(s) flowing to, §III.13

types of, §III.13

what constitutes, §§III.13, 3.14

Construction of Contracts

generally, §§V.0, V.23

ambiguous, contract language

generally, §V.16

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