Credit Agricole Corporate v. BDC Fin., LLC

Decision Date19 January 2016
Citation22 N.Y.S.3d 847 (Mem),135 A.D.3d 561
Parties CREDIT AGRICOLE CORPORATE, et al., Plaintiffs–Respondents, v. BDC FINANCE, LLC, et al., Defendants–Appellants.
CourtNew York Supreme Court — Appellate Division

Joseph Hage Aaronson LLC, New York (Gregory P. Joseph of counsel), for appellants.

White & Case LLP, New York (John Christopher Shore of counsel), for respondents.

Order, Supreme Court, New York County (Barbara Jaffe, J.), entered July 21, 2014, which, to the extent appealed from as limited by the briefs, denied defendants-appellants' motion to dismiss plaintiffs' causes of action for breach of the implied covenant of good faith and fair dealing, unanimously affirmed, with costs.

In this intercreditor dispute, the motion court correctly found that plaintiffs' causes of action for breach of contract and breach of the implied covenant of good faith and fair dealing are not duplicative. Plaintiffs allege that defendants failed to share collateral ratably, in breach of the express agreements at issue. They also allege that, even if none of the provisions of the agreements were violated, defendants breached the implied covenant of good faith and fair dealing by deliberately manipulating and depressing the bids of other bidders during the auction of the debtor's assets, thereby acquiring all of the debtor's assets and depriving plaintiffs of the benefit of their bargain (see Dalton v. Educational Testing Serv., 87 N.Y.2d 384, 389, 639 N.Y.S.2d 977, 663 N.E.2d 289 [1995] ). These claims are sufficiently distinct.

Plaintiffs' implied covenant claim against defendant agent is not barred by, or inconsistent with, the express terms of the agreements (see e.g. SNS Bank v. Citibank, 7 A.D.3d 352, 354–355, 777 N.Y.S.2d 62 [1st Dept. 2004] ).

We have considered defendants' remaining arguments and find them unavailing.

MAZZARELLI, J.P., ACOSTA, ANDRIAS, MOSKOWITZ, JJ., concur.

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    ...breach of contract and such conduct deprived the other party of the benefit of its bargain (see Credit Agricole Corporate v. BDC Fin., LLC , 135 A.D.3d 561, 561, 22 N.Y.S.3d 847 [1st Dept. 2016] ).In this case, as to the claims for breach of the implied covenant of good faith, plaintiffs al......
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    ...and was not against the weight of the evidence (see People v. Danielson, 9 N.Y.3d 342, 348–349, 849 N.Y.S.2d 480, 880 N.E.2d 1 [2007] ). 22 N.Y.S.3d 847There is no basis for disturbing the jury's credibility determinations. The evidence, including both defendant's act and the surrounding ci......
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