You signed a five-year exclusive distribution agreement with a Manhattan importer for your Long Island City warehouse operation. The contract gives the importer “ sole discretion” to approve which retailers you can service. Two years in, they start rejecting every account you propose — not because the retailers are bad, but because the importer quietly launched a competing distribution arm and wants your business to fail. The contract's express terms don't o

You win a $4 million breach of contract case in Manhattan Supreme Court after three years of litigation. The judge signs the judgment. Then your lawyer tells you the number just grew by more than a million dollars — because prejudgment interest in New York breach of contract cases runs at 9% per year, calculated back to the day the contract was breached. That's not a bonus. That's the law. And most business owners running $1M–$10M disputes don't understand how dramatically th

You run a specialty food import business in Long Island City. Your Italian pasta supplier misses the December delivery by six weeks. Whole Foods cancels its holiday order, three of your restaurant clients switch to a competitor, and your bank freezes your line of credit after your receivables tank. The undelivered pasta was worth $220,000. The damage to your business is closer to $3.8 million. Can you make the supplier pay for all of it? That's the central question behind con

You're 14 months into a three-year, $6 million supply agreement with a Manhattan retailer. Their new CFO tells you the company is "reevaluating vendor relationships," and then you learn from a shared logistics broker that they've already signed with your direct competitor. The retailer hasn't formally terminated. They haven't missed a payment yet. But you're staring at unshipped inventory, a lease in Maspeth, and payroll for a warehouse crew who packed for tomorrow's truck. T

You signed a $5 million contract eight months ago to supply commercial HVAC units to a Long Island City developer. Delivery isn't due for another four months. Then, in a single Tuesday-afternoon email, the developer's project manager writes that the building is being redesigned and they 'won't need the units anymore.' No apology, no offer to renegotiate. Do you have to wait until the delivery date to sue for breach? Not in New York. Anticipatory repudiation in New York contra

You signed a $475,000 gut renovation contract for your Bay Ridge two-family last spring. The contract was two pages long, printed on the contractor's letterhead, with no cancellation notice, and a $200,000 deposit due on signing. Six months later the project is 40% complete, the deposit is spent, and your contractor stopped answering the phone. What most homeowners don't realize is that this two-page contract almost certainly violates GBL Article 36-A — and that violation is

You signed an $8 million three-year supply agreement with a Bronx-based distributor. Deliveries start in six months. Then your CEO gets an email from theirs: "We're not going to be able to move forward — we've decided to source from a different vendor." No product has changed hands. No invoice has gone unpaid. Nothing has technically "breached" yet. So can you sue right now, or do you have to wait six months for the delivery date to come and go? Under the doctrine of anticipa

You paid a $150,000 deposit for a full-floor renovation of your Forest Hills co-op. The contractor demolished the kitchen, tore out two bathrooms, and hauled away the debris. Then his crew stopped showing up. Calls go to voicemail, texts go unanswered, and now you're staring at exposed studs, capped plumbing, and a family of five living in half a home. When a contractor abandoned job situations happen in New York, most homeowners freeze — they don't know whether to sue, call

You sign a $3.8 million contract in January to supply custom fixtures to a hotel developer building near Hudson Yards. Delivery is due in October. In April, the developer's CFO emails you: "We're pulling out of the project. Don't ship anything." You haven't missed a deadline. Nothing is late. But the deal is dead — and you have payroll to make, materials on order, and a factory floor booked for the summer. Do you have to sit around until October to sue? You don't. New York la

You spend six months negotiating a $4.5 million acquisition of a Queens distribution company. The seller hands you spreadsheets showing $1.2 million in EBITDA, sworn statements about a five-year supply contract with a Manhattan hotel group, and tax returns that all line up. You close. Ninety days later you discover the hotel contract was canceled before signing, two of the three biggest customers were related-party shells, and the EBITDA was inflated by phony receivables. You

You run a Brooklyn manufacturing business. Your largest customer — a Manhattan retailer with a five-year, $8 million supply contract — just shorted you on a $200,000 payment and is two weeks late on another. You're tempted to halt production, cancel future shipments, and sue. But here's the trap: if a New York judge later decides those breaches weren't material, you become the breaching party. You lose your damages claim, you owe their damages, and you forfeit any attorney-fe

You sign a $6 million supply agreement with a Texas manufacturer for your Long Island City distribution business. The contract says, "This agreement shall be governed by Texas law." Eighteen months later, the manufacturer breaches. Your New York lawyer pulls the contract, reads page 23, and tells you Texas law caps the consequential damages you were planning to claim and bars an entire theory you would have had under New York law. That one buried sentence just cost you millio

You signed a $4 million supply agreement to deliver custom industrial equipment to a Long Island City manufacturer over the next 18 months. Six months in — before you've shipped a single unit — the buyer's CFO emails you saying the company is “reconsidering” the deal and won't be wiring the next progress payment. Performance isn't technically due yet, but the threat is real, and your shop is already running on raw materials you ordered to fill the order. Do you ke

You sign a ten-year exclusive distribution agreement to sell a manufacturer's products throughout the five boroughs. The contract gives the manufacturer sole discretion to approve your marketing plans. For five years, everything runs smoothly. Then the manufacturer's new owner decides it wants to sell direct in New York City, starts rejecting every marketing plan you submit, and uses your inactivity as grounds to terminate. The express terms of the contract look like they let

You sign a $4 million supply agreement with a logistics company headquartered in Houston. Eighteen months later, they breach. You pull out the contract to file suit in Manhattan, only to find a clause buried on page 27 that says any dispute must be litigated in Harris County, Texas, under Texas law. Suddenly your case isn't a New York case at all — and your local lawyer can't even file it. That single paragraph, often added during the final markup, can decide whether you win,

You won your $3 million breach of contract case in Manhattan Supreme Court after eighteen months of litigation. The judge entered judgment in your favor. Then your lawyer handed you a bill for $480,000 in legal fees — and explained you may not be able to recover a penny of it from the defendant. The reason is that attorney's fees in New York breach of contract cases follow the American Rule: each side pays its own lawyer regardless of who wins. Whether you can shift those fee

You spent 14 months negotiating to buy a SoHo loft building for $7.2 million. The seller signed. You wired the deposit. Then, a week before closing, the seller sends a one-line email: "We're terminating. Keep the deposit." Money damages won't get you that building, and there isn't another one like it on the block. This is where specific performance in New York commercial contracts becomes the remedy that actually matters. Specific performance is the equitable order that force

You've just been sued for $4 million by your former distributor. The written contract says the territory was non-exclusive, but you remember a handshake meeting in your Long Island City office where the company's founder promised exclusivity in exchange for higher minimum orders. Your lawyer tells you that conversation may never reach the jury. Welcome to the parol evidence rule in New York — one of the most powerful, most underestimated weapons in commercial litigation. It c

You signed a three-year contract to supply hotel linens to a Manhattan boutique chain. Eighteen months in, the chain terminates without cause and signs with your competitor. You're staring at $4 million in revenue you'll never see — but can a New York court actually award you those lost profits, or will the judge throw out your damages claim as too speculative? This is the single most contested question in mid-size commercial disputes, and getting it right shapes everything f

You sign a five-year commercial lease for a restaurant space in the Meatpacking District. Six months in, a government order forces you to close completely — no indoor dining, no events, no revenue. You stop paying rent. Your landlord sues for the full balance. You argue it was impossible to operate. The law should excuse your performance. Whether that argument holds up depends heavily on two words: force majeure . More specifically, it depends on what your contract actually s