The Appellate Division unanimously affirmed the Order which, to the extent appealed from as limited by the briefs, after a non-jury trial, found and declared defendant liable for breach of contract for terminating the parties' management agreement without providing notice and an opportunity to cure, and awarded plaintiffs nominal damages and reasonable attorneys' fees. The Appellate Division unanimously affirmed the Order, of the same court and Justice, which denied defendant's motion pursuant to CPLR 4404(b) to vacate the award of attorneys' fees.
The trial court properly awarded attorneys' fees to plaintiffs pursuant to the parties' management agreement. The gravamen of the original complaint was that defendant had improperly terminated the management agreement without providing plaintiffs with sufficient notice and an opportunity to cure. On pretrial motions, the motion court repeatedly found that plaintiffs' alleged breaches were curable, and the Appellate Division affirmed those findings. The trial court's finding that defendant breached the management agreement solidified plaintiffs' status as the prevailing party. Plaintiffs also successfully defended against the affirmative defenses. The fact that plaintiffs recovered only nominal damages does not affect their status as prevailing party.
The trial court correctly found that defendant breached the contract by improperly terminating the management agreement. Defendant argues that it was not liable for breach because plaintiffs' own breaches were so dishonest and outrageous that they were incapable of being cured. However, in a prior appeal, the Appellate Division affirmed the ruling that plaintiffs' breaches were curable, and further inquiry into this issue is foreclosed by the law of the case doctrine.
The trial court correctly concluded that plaintiffs failed to prove actual damages, and, therefore, were entitled to nominal damages only. The Appellate Division found no reason to disturb the court's determination that plaintiffs' proof of lost profits was too speculative or that their expert's conclusions and projections were not credible.
Quik Park W. 57 LLC v. Bridgewater Operating Corp., NY Slip Op 07323 (1st Dep't December 8, 2020)
