In order to avoid liquidated damages as an unenforceable penalty, there must be a showing either that damages flowing from a prospective contractual breach were readily ascertainable at the time the parties entered into their agreement, or that the liquidated damages clause is conspicuously disproportionate to these foreseeable losses.
VII MP Miami Hotel Owner, LLC v. Hycroft, LLC, NY Slip Op 03983 (1st Dep't June 16, 2022)
