District Judge Gregory Woods

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Plaintiff firms buy scrap metal for resale to refiners like Republic Metal Refining Corp. (RMRC). Over a number of years plaintiffs and RMRC engaged in almost daily gold sale transactions. In 2015 plaintiffs sued RMRC for failure to settle on a price and finalize payment on prior gold deliveries. RMRC and corporate parent Republic Metals corp. (RMC) countersued, claiming plaintiffs promised, but failed, to deliver gold they orally agreed to sell at fixed prices in 2009 and 2010. Denying RMRC and RMC (collectively Republic Entities) summary judgment on their counterclaims, district court granted plaintiffs judgment in their contract breach suit. The Republic Entities’ counterclaims were barred by New York’s statute of frauds as there was no writing between the parties, and no writing satisfied the merchant’s exception to the statute of frauds with respect to the oral agreements that were the subject of the Republic Entities’ counterclaims. The court granted plaintiffs summary judgment on the Republic Entities promissory estoppel claims relating to 19 of the 65 transactions for which plaintiffs allegedly failed to deliver gold as promised. The Republic Entities did not assert an unconscionable injury caused by such promises.