Late last month, in a unanimous decision written by Judge Jenny Rivera, the Court of Appeals clarified the circumstances in which New York courts will find that parties have a binding and enforceable agreement in the absence of a final written contract.
Background
In Stonehill Capital Management v. Bank of the West, the Court of Appeals found that defendant Bank of the West (BOTW) had entered into a binding agreement and was liable for breach despite the fact that its acceptance of a bid was expressly subject to the execution of a final agreement and despite the fact that BOTW expressly reserved the right, in its sole and absolute discretion, to withdraw from sale any or all of the assets it had offered to sell.
