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Case Citations [1] (Spring 2025)

handle is hein.ali/thrdconf0011 and id is 1 raw text is: THE AMERICAN LAW INSTITUTE Spring 2025 Citations CONFLICT OF LAWS 3D (DRAFTS) CHAPTER 2. DOMICILE § 2.01 Domicile of Natural and Juridical Persons S.D.N.Y.2023. Subsec. (3) quot. in disc. (T.D. No. 2, 2021). Private equity firm that was organized under the laws of Delaware and had its principal place of business in Florida sued e-commerce fulfillment company that was incorporated and had its principal place of business in New York, seeking expectation damages based on allegations that company breached its duty under the parties' letter of intent to negotiate in good faith after firm's attempt to acquire company failed. This court granted company's motion for partial summary judgment, holding that the Delaware choice-of-law provision in the letter of intent was unenforceable and that the dispute was governed by New York law, under which expectation damages were not available. The court reasoned, in part, that New York law had the most- significant relationship to the dispute because, among other things, New York was where company had its principal place of business and therefore was domiciled under Restatement Third of Conflict of Laws § 2.01. Cambridge Capital LLC v. Ruby Has LLC, 675 F.Supp.3d 363, 422. § 2.08 Domicile for Juridical Persons S.D.N.Y.2023. Subsec. (2) quot. in disc. (T.D. No. 2, 2021). Private equity firm that was organized under the laws of Delaware and had its principal place of business in Florida sued e-commerce fulfillment company that was incorporated and had its principal place of business in New York, seeking expectation damages based on allegations that company breached its duty under the parties' letter of intent to negotiate in good faith after firm's attempt to acquire company failed. This court granted company's motion for partial summary judgment, holding that the Delaware choice-of-law provision in the letter of intent was unenforceable and that the dispute was governed by New York law, under which expectation damages were not available. The court reasoned, in part, that New York law had the most- significant relationship to the dispute because, among other things, New York was where company had its principal place of business and therefore was domiciled under Restatement Third of Conflict of Laws § 2.08. Cambridge Capital LLC v. Ruby Has LLC, 675 F.Supp.3d 363, 422. COPYRIGHT 02025 By THE AMERICAN LAW INSTITUTE All rights reserved Printed in the United States of America For earlier citations, see the Appendices, Supplements, or Pocket Parts, if any, that correspond to the subject matter under examination.