Hollinger Digital, Inc. v. LookSmart, Ltd.

Appellate Division of the Supreme Court of New York

Hollinger Digital, Inc. v. LookSmart, Ltd.

267 A.D.2d 77, 699 N.Y.S.2d 682, 1999 N.Y. App. Div. LEXIS 12709

CourtAppellate Division of the Supreme Court of the State of New York

DecidedDecember 9, 1999

StatusPublished

Cited by7 cases

This text of 267 A.D.2d 77 (Hollinger Digital, Inc. v. LookSmart, Ltd.) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Hollinger Digital, Inc. v. LookSmart, Ltd., 267 A.D.2d 77, 699 N.Y.S.2d 682, 1999 N.Y. App. Div. LEXIS 12709 (N.Y. Ct. App. 1999).

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Opinion

—Order, Supreme Court, New York County (Charles Ramos, J.), entered March 22, 1999, which granted defendant’s motion to dismiss plaintiffs complaint for failure to state a cause of action, unanimously affirmed, with costs.

Plaintiffs causes of action for breach of contract, promissory estoppel and equitable estoppel were all properly dismissed as “flatly contradicted” by the letter agreement between the parties, which expressly stated their intention not to be bound until a stock purchase agreement was executed and all requisite consents were delivered (Quail Ridge Assocs. v Chemical Bank, 162 AD2d 917, 918, lv dismissed 76 NY2d 936). No stock purchase agreement was signed by defendant and, thus, there was no binding contract requiring defendant to issue the subject stock to plaintiff (see, LaRuffa v Fleet Bank, 260 AD2d 299, citing Scheck v Francis, 26 NY2d 466). In view of the requirement for a written agreement, plaintiff could not have reasonably relied on defendant’s alleged representations (see, Prestige Foods v Whale Sec. Co., 243 AD2d 281, 282).

The motion court properly denied discovery of defendant’s intent since the hidden or secret intention of the parties is not determinative of the existence of a contract (see, Brown Bros. Elec. Contrs. v Beam Constr. Corp., 41 NY2d 397, 399). Concur — Rosenberger, J. P., Tom, Mazzarelli, Lerner and Rubin, JJ.

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—Order, Supreme Court, New York County (Charles Ramos, J.), entered March 22, 1999, which granted defendant’s motion to dismiss plaintiffs complaint for failure to state a cause of action, unanimously affirmed, with costs.

Plaintiffs causes of action for breach of contract, promissory estoppel and equitable estoppel were all properly dismissed as “flatly contradicted” by the letter agreement between the parties, which expressly stated their intention not to be bound until a stock purchase agreement was executed and all requisite consents were delivered (Quail Ridge Assocs. v Chemical Bank, 162 AD2d 917, 918, lv dismissed 76 NY2d 936). No stock purchase agreement was signed by defendant and, thus, there was no binding contract requiring defendant to issue the subject stock to plaintiff (see, LaRuffa v Fleet Bank, 260 AD2d 299, citing Scheck v Francis, 26 NY2d 466). In view of the requirement for a written agreement, plaintiff could not have reasonably relied on defendant’s alleged representations (see, Prestige Foods v Whale Sec. Co., 243 AD2d 281, 282).

The motion court properly denied discovery of defendant’s intent since the hidden or secret intention of the parties is not determinative of the existence of a contract (see, Brown Bros. Elec. Contrs. v Beam Constr. Corp., 41 NY2d 397, 399). Concur — Rosenberger, J. P., Tom, Mazzarelli, Lerner and Rubin, JJ.

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Bluebook (online)

267 A.D.2d 77, 699 N.Y.S.2d 682, 1999 N.Y. App. Div. LEXIS 12709, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hollinger-digital-inc-v-looksmart-ltd-nyappdiv-1999.

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