You are here: / / DOCTRINE OF DEFINITENESS WAS PROPERLY NOT APPLIED, DOLLAR-AMOUNT OF THE...

DOCTRINE OF DEFINITENESS WAS PROPERLY NOT APPLIED, DOLLAR-AMOUNT OF THE FEE AT ISSUE COULD BE DETERMINED BY INDUSTRY PRACTICE.

The First Department, in a full-fledged opinion by Justice Manzanet-Daniels, determined the “doctrine of definiteness” should not be applied to an agreement in which the specific dollar-amount of a fee for financial advisory services, called a transaction fee, was not spelled out.  The contract stated only that the transaction fee would be “consistent with investment banking industry practice for transactions of comparable complexity, level of analysis and size.” Because the fee was ultimately determined by a method accepted in the investment banking industry, the fee was not rendered unenforceable by the “doctrine of definiteness:”

The doctrine of definiteness “assures that courts will not impose contractual obligations when the parties did not intend to conclude a binding agreement” … . It is to be sparingly used, as a “last resort,” and only when an agreement “cannot be rendered reasonably certain by reference to an extrinsic standard that makes its meaning clear” … . The Court of Appeals has cautioned that if applied with too “heavy [a] hand,” the doctrine may negate the reasonable expectations of the parties in entering into the contract … .

The “Transaction Fee” provision explicitly references the type of “commercial practice, or trade usage” New York courts routinely rely upon to render a price term sufficiently definite … . The fee [is] enforceable inasmuch as it may be ascertained from public price indices and industry practice … .

Where, as here, the record demonstrates that sophisticated parties intended to be bound by an agreement, the doctrine of definiteness should not be used to defeat the bargain of the parties … . Cowen & Co., LLC v Fiserv, Inc., 2016 NY Slip Op 03840, 1st Dept 5-17-16

CONTRACT LAW (DOCTRINE OF DEFINITENESS WAS PROPERLY NOT APPLIED, DOLLAR-AMOUNT OF THE FEE AT ISSUE COULD BE DETERMINED BY INDUSTRY PRACTICE)/DOCTRINE OF DEFINITENESS (CONTRACT LAW, DOCTRINE OF DEFINITENESS WAS PROPERLY NOT APPLIED, DOLLAR-AMOUNT OF THE FEE AT ISSUE COULD BE DETERMINED BY INDUSTRY PRACTICE)

You might also like
The Fact that Plaintiff’s Testimony Was the Only Evidence of the Defect Which Caused Her to Fall (a Hole in a Worn Rubber Mat) Did Not Render the Evidence Insufficient to Support the Plaintiff’s Verdict
UNAMBIGUOUS TERMS OF POLICY REQUIRED A WRITTEN CONTRACT WITH ANY ADDITIONAL INSURED; THE ABSENCE OF A WRITTEN CONTRACT DIRECTLY WITH THE ADDITIONAL INSURED PRECLUDED COVERAGE, DESPITE A WRITTEN AGREEMENT WITH A THIRD PARTY TO PROVIDE COVERAGE FOR THE ADDITIONAL INSURED.
VIDEOTAPED INTERVIEWS OF RESPONDENT FATHER’S CHILDREN LED TO CRIMINAL SEXUAL ABUSE CHARGES AGAINST FATHER WHICH WERE DISMISSED BECAUSE OF A LACK OF WITNESS COOPERATION; THE VIDEOTAPED INTERVIEWS ARE NOT SUBJECT TO THE SEALING REQUIREMENT IN THE CRIMINAL PROCEDURE LAW AND CAN BE USED IN A FAMILY COURT PROCEEDING ALLEGING SEXUAL ABUSE BY FATHER (FIRST DEPT).
HERE THE LEVEL-THREE STOP AND FRISK FOR A SUSPECTED FIREARM WAS VALID; CRITERIA EXPLAINED (FIRST DEPT).
MASSIVE 750-FOOT TOWER CRANE DESTROYED BY HURRICANE SANDY NOT COVERED UNDER “TEMPORARY WORKS” CLAUSE IN INSURANCE POLICY.
Court Should Have Held a Hearing to Determine Whether Exigent Circumstances Justified Warrantless Forced Entry to an Apartment
QUESTIONS OF FACT WHETHER INJURY FROM A WOODEN CONCRETE FORM FALLING OVER WERE COVERED BY LABOR LAW 240(1) AND 241(6) (FIRST DEPT).
IN THIS CHILD VICTIMS ACT ACTION AGAINST A SCHOOL AND SCHOOL EMPLOYEES ALLEGING SEXUAL ABUSE OF PLAINTIFFS-STUDENTS, AN ACTION ALLEGING NEGLIGENT FAILURE TO PROVIDE A SAFE AND SECURE ENVIRONMENT WAS DISMISSED AS DUPLICATIVE OF THE NEGLIGENT SUPERVISON AND RETENTION CAUSES OF ACTION (FIRST DEPT). ​

Categories

Sign Up for the Mailing List to Be Notified When the Site Is Updated.

  • This field is for validation purposes and should be left unchanged.

Copyright © 2026 New York Appellate Digest, Inc.
Site by CurlyHost | Privacy Policy

QUESTION OF FACT WHETHER PLAINTIFF EMPLOYEE WAS TERMINATED (NOT A VIOLATION... FAILURE TO STRICTLY COMPLY WITH CONDITION-PRECEDENT NOTICE PROVISIONS IN THE...