Wellington Funding & Business Consultants, Inc. v. Continental Grain Co.

Appellate Division of the Supreme Court of New York

Wellington Funding & Business Consultants, Inc. v. Continental Grain Co.

259 A.D.2d 323, 686 N.Y.S.2d 425, 1999 N.Y. App. Div. LEXIS 2424

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

DecidedMarch 11, 1999

StatusPublished

Cited by3 cases

This text of 259 A.D.2d 323 (Wellington Funding & Business Consultants, Inc. v. Continental Grain Co.) 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.

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Wellington Funding & Business Consultants, Inc. v. Continental Grain Co., 259 A.D.2d 323, 686 N.Y.S.2d 425, 1999 N.Y. App. Div. LEXIS 2424 (N.Y. Ct. App. 1999).

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Opinion

Order, Supreme Court, New York County (Ira Gammerman, J.), entered July 8, 1997, which, inter alia, granted defendants’ motion to set aside the jury verdict awarding plaintiff $10 million for breach of contract and $30 million in punitive damages for defamation, and dismissed said claims, and denied said motion to the extent that it sought dismissal of the $1 million award of compensa[324]*324tory damages for defamation, unanimously affirmed, without costs.

Mindful of the demanding standard for setting aside of a jury verdict (Elkins v Ferencz, 253 AD2d 601, 604), and that questions of contractual intent are largely for resolution by the trier of fact (Lehrer McGovern Bovis v New York Yankees, 207 AD2d 256, 259), it is nonetheless clear that there was no breach of contract. Although the parties’ agreement was, in general, sufficiently definite (see, Cobble Hill Nursing Home v Henry & Warren Corp., 74 NY2d 475, 482, cert denied 498 US 816), and defendants were bound in good faith to help satisfy the contractual condition of obtaining a willing lender for plaintiffs loan program and not to frustrate its basic purpose (see, Metropolitan Life Ins. Co. v RJR Nabisco, 716 F Supp 1504, 1517; Trade & Indus. Corp. v Euro Broker’s Inv. Corp., 222 AD2d 364, 368), the scope of this implied obligation was narrower than plaintiff contended. As the trial court correctly observed, defendants possessed a right of first refusal by which they retained the discretion to chose not to pursue any particular transaction proposed by plaintiff. It is therefore unnecessary to determine whether defendants’ conduct evinced the requisite clear intention not to perform so as to amount to a repudiation.

The letter upon which plaintiff predicates its claim for defamation contained false statements, inasmuch as it inaccurately conveyed the impression that the defendant subsidiaries had not authorized plaintiff to represent that they were interested in its loan financing program. The defamatory publication was based upon foreseeable consequences borne of the initial publication, which was copied to a nonparty bank, and not upon any nonactionable voluntary republication by plaintiff (cf., Wieder v Chemical Bank, 202 AD2d 168, lv denied 83 NY2d 759; Weintraub v Phillips, Nizer, Benjamin, Krim & Ballon, 172 AD2d 254). Damage to business reputation is presumed (Langenbacher Co. v Tolksdorf, 199 AD2d 64), and the compensatory award was not impermissibly speculative.

The punitive damage award was properly set aside for failure to show common-law malice (see, Prozeralik v Capital Cities Communications, 82 NY2d 466, 479-480). Concur — Rosenberger, J. P., Nardelli, Wallach and Rubin, JJ.

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Order, Supreme Court, New York County (Ira Gammerman, J.), entered July 8, 1997, which, inter alia, granted defendants’ motion to set aside the jury verdict awarding plaintiff $10 million for breach of contract and $30 million in punitive damages for defamation, and dismissed said claims, and denied said motion to the extent that it sought dismissal of the $1 million award of compensa[324]*324tory damages for defamation, unanimously affirmed, without costs.

Mindful of the demanding standard for setting aside of a jury verdict (Elkins v Ferencz, 253 AD2d 601, 604), and that questions of contractual intent are largely for resolution by the trier of fact (Lehrer McGovern Bovis v New York Yankees, 207 AD2d 256, 259), it is nonetheless clear that there was no breach of contract. Although the parties’ agreement was, in general, sufficiently definite (see, Cobble Hill Nursing Home v Henry & Warren Corp., 74 NY2d 475, 482, cert denied 498 US 816), and defendants were bound in good faith to help satisfy the contractual condition of obtaining a willing lender for plaintiffs loan program and not to frustrate its basic purpose (see, Metropolitan Life Ins. Co. v RJR Nabisco, 716 F Supp 1504, 1517; Trade & Indus. Corp. v Euro Broker’s Inv. Corp., 222 AD2d 364, 368), the scope of this implied obligation was narrower than plaintiff contended. As the trial court correctly observed, defendants possessed a right of first refusal by which they retained the discretion to chose not to pursue any particular transaction proposed by plaintiff. It is therefore unnecessary to determine whether defendants’ conduct evinced the requisite clear intention not to perform so as to amount to a repudiation.

The letter upon which plaintiff predicates its claim for defamation contained false statements, inasmuch as it inaccurately conveyed the impression that the defendant subsidiaries had not authorized plaintiff to represent that they were interested in its loan financing program. The defamatory publication was based upon foreseeable consequences borne of the initial publication, which was copied to a nonparty bank, and not upon any nonactionable voluntary republication by plaintiff (cf., Wieder v Chemical Bank, 202 AD2d 168, lv denied 83 NY2d 759; Weintraub v Phillips, Nizer, Benjamin, Krim & Ballon, 172 AD2d 254). Damage to business reputation is presumed (Langenbacher Co. v Tolksdorf, 199 AD2d 64), and the compensatory award was not impermissibly speculative.

The punitive damage award was properly set aside for failure to show common-law malice (see, Prozeralik v Capital Cities Communications, 82 NY2d 466, 479-480). Concur — Rosenberger, J. P., Nardelli, Wallach and Rubin, JJ.

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259 A.D.2d 323, 686 N.Y.S.2d 425, 1999 N.Y. App. Div. LEXIS 2424, Counsel Stack Legal Research, https://law.counselstack.com/opinion/wellington-funding-business-consultants-inc-v-continental-grain-co-nyappdiv-1999.

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