New York Court of Appeals: Schron v. Troutman Saunders, LLP

The matter before the Court was the result of a number of consolidated cases, but the parties immediately on appeal were SVCare Holdings, LLC and Cammeby’s Equity Holdings, LLC (“Cam Equity”).  The issue centered on two written agreements entered into as part of a plan by Schron, a real estate investor who controlled Cam Equity, Grunstein (Schron’s attorney), Forman (Schron’s investment banker), and managers and owners of SVCare.  As part of a plan to acquire a publicly-held nursing home company, the parties drafted two agreements.  The first gave Cam Equity an option to acquire 99.99% of SVCare.  The second provided that another of Schron’s entities (“Cam III”) would lend SVCare $100 million for capitalization of its subsidiary. The agreements were later amended while refinancing the nursing home company transaction.

After a period of litigation, the only claim now relevant before the Court was whether Cam Equity’s option was enforceable, where SVCare argued that it was contingent upon the $100 million loan.  SVCare also claimed that the $100 million loan was never paid and sought to introduce parol evidence to prove both of its claims. Related to the previous litigation, Schron and Cam Equity sought specific performance of the option agreement.  In that litigation, Cam Equity moved to exclude the parol evidence by SVCare that might be offered to prove that the “other good and valuable consideration” (from the option agreement) was intended to reference the $100 million loan agreement. Schron v. Troutman Saunders, LLC, 20 N.Y.3d 430, 433 (2013).

Upon SVCare’s motion to introduce parol evidence, Cam Equity argued that the other “mutual covenants” referenced by the option agreement were sufficient consideration for the option and objected to the attempt to insert the $100 million loan as part of the original agreement.  The Court held that Cam Equity’s interpretation of the option agreement comported with the precedential understanding of contract law for several reasons: (1) a writing that is clear, unambiguous and complete on its face must be enforced; (2) the simple inclusion of “other good and valuable consideration” did not create any ambiguity in the agreement; and (3) the business entities here were sophisticated enough to have included language relating to the $100 million loan had they intended it to be part of their agreement. Schron, 20 N.Y.3d at 433.   The Court affirmed the appellate division and held that Cam Equity was free to exercise its option.

View Full Decision on Westlaw

20 N.Y.3d 430 (2013)

New York Court of Appeals: Auqui v. Seven Thirty One Ltd. Partnership

This appeal addresses the preclusive effect of an administrative finding of fact.  The plaintiff, Jose Verdugo, was a food service deliveryman who was injured when a sheet of plywood fell from a building owned by the defendant.  Following his injury, the plaintiff was compensated for treatment of his head, neck, and back injuries as well as post-traumatic stress disorder and depression, and commenced a personal injury action in the Supreme Court of New York County.  While the personal injury action was pending, the plaintiff’s employer moved for the Workers’ Compensation Board (“WCB”) to discontinue his benefits on the grounds that he was no longer disabled because of the accident.  An administrative law judge (“ALJ”) reviewed the expert testimony submitted by both parties and determined that the plaintiff no longer suffered any disability and terminated his benefits. After the plaintiff appealed, a full panel of the WCB affirmed the finding.

Following the WCB decision, the defendants in the personal injury action moved to preclude plaintiffs—including Maria Auqui, the guardian of Mr. Verdugo—from re-litigating the duration of his work-related injury on the grounds that the issue was already fully litigated and decided in the workers’ compensation administrative proceeding.  The Court held that the doctrine of collateral estoppel is applicable to determinations of quasi-judicial administrative agencies such as the WCB, and applies only if the identical issue to be precluded was necessarily decided in an earlier action, at which the party opposing preclusion had a full and fair opportunity to contest the issue.  The Court further held that findings of fact which are necessary for an administrative agency to reach its decision are entitled to preclusive effect, as opposed to legal conclusions of mixed law and fact that are normally not entitled to preclusive effect.

Here, the Court held that the determination of the WCB should be given preclusive effect as to the duration of plaintiff’s disability, relevant to lost earnings and compensation for medical expenses.  The Court also held that plaintiffs had a full and fair opportunity to litigate the issue of the ongoing disability in the workers’ compensation proceeding, since he was represented by counsel, submitted medical reports, presented expert testimony, and cross-examined the defendants’ experts regarding the issue of whether there was an ongoing disability.  The defendants’ motion to preclude plaintiffs from litigating the issue of his injury was granted.

The dissent objected on the grounds that the determination of whether Mr. Verdugo was capable of work was a mixed question of law and fact, and therefore, merited a legal determination.  Further, the dissent reasoned that a determination by the WCB on a work-related disability cannot be the basis of collateral estoppel because of the inherent policy considerations behind it.

This appeal addresses the preclusive effect of an administrative finding of fact.  The plaintiff, Jose Verdugo, was a food service deliveryman who was injured when a sheet of plywood fell from a building owned by the defendant.  Following his injury, the plaintiff was compensated for treatment of his head, neck, and back injuries as well as post-traumatic stress disorder and depression, and commenced a personal injury action in the Supreme Court of New York County.  While the personal injury action was pending, the plaintiff’s employer moved for the Workers’ Compensation Board (“WCB”) to discontinue his benefits on the grounds that he was no longer disabled because of the accident.  An administrative law judge (“ALJ”) reviewed the expert testimony submitted by both parties and determined that the plaintiff no longer suffered any disability and terminated his benefits. After the plaintiff appealed, a full panel of the WCB affirmed the finding.

Following the WCB decision, the defendants in the personal injury action moved to preclude plaintiffs—including Maria Auqui, the guardian of Mr. Verdugo—from re-litigating the duration of his work-related injury on the grounds that the issue was already fully litigated and decided in the workers’ compensation administrative proceeding.  The Court held that the doctrine of collateral estoppel is applicable to determinations of quasi-judicial administrative agencies such as the WCB, and applies only if the identical issue to be precluded was necessarily decided in an earlier action, at which the party opposing preclusion had a full and fair opportunity to contest the issue.  The Court further held that findings of fact which are necessary for an administrative agency to reach its decision are entitled to preclusive effect, as opposed to legal conclusions of mixed law and fact that are normally not entitled to preclusive effect.

Here, the Court held that the determination of the WCB should be given preclusive effect as to the duration of plaintiff’s disability, relevant to lost earnings and compensation for medical expenses.  The Court also held that plaintiffs had a full and fair opportunity to litigate the issue of the ongoing disability in the workers’ compensation proceeding, since he was represented by counsel, submitted medical reports, presented expert testimony, and cross-examined the defendants’ experts regarding the issue of whether there was an ongoing disability.  The defendants’ motion to preclude plaintiffs from litigating the issue of his injury was granted.

The dissent objected on the grounds that the determination of whether Mr. Verdugo was capable of work was a mixed question of law and fact, and therefore, merited a legal determination.  Further, the dissent reasoned that a determination by the WCB on a work-related disability cannot be the basis of collateral estoppel because of the inherent policy considerations behind it.

This appeal addresses the preclusive effect of an administrative finding of fact.  The plaintiff, Jose Verdugo, was a food service deliveryman who was injured when a sheet of plywood fell from a building owned by the defendant.  Following his injury, the plaintiff was compensated for treatment of his head, neck, and back injuries as well as post-traumatic stress disorder and depression, and commenced a personal injury action in the Supreme Court of New York County.  While the personal injury action was pending, the plaintiff’s employer moved for the Workers’ Compensation Board (“WCB”) to discontinue his benefits on the grounds that he was no longer disabled because of the accident.  An administrative law judge (“ALJ”) reviewed the expert testimony submitted by both parties and determined that the plaintiff no longer suffered any disability and terminated his benefits. After the plaintiff appealed, a full panel of the WCB affirmed the finding.

Following the WCB decision, the defendants in the personal injury action moved to preclude plaintiffs—including Maria Auqui, the guardian of Mr. Verdugo—from re-litigating the duration of his work-related injury on the grounds that the issue was already fully litigated and decided in the workers’ compensation administrative proceeding.  The Court held that the doctrine of collateral estoppel is applicable to determinations of quasi-judicial administrative agencies such as the WCB, and applies only if the identical issue to be precluded was necessarily decided in an earlier action, at which the party opposing preclusion had a full and fair opportunity to contest the issue.  The Court further held that findings of fact which are necessary for an administrative agency to reach its decision are entitled to preclusive effect, as opposed to legal conclusions of mixed law and fact that are normally not entitled to preclusive effect.

Here, the Court held that the determination of the WCB should be given preclusive effect as to the duration of plaintiff’s disability, relevant to lost earnings and compensation for medical expenses.  The Court also held that plaintiffs had a full and fair opportunity to litigate the issue of the ongoing disability in the workers’ compensation proceeding, since he was represented by counsel, submitted medical reports, presented expert testimony, and cross-examined the defendants’ experts regarding the issue of whether there was an ongoing disability.  The defendants’ motion to preclude plaintiffs from litigating the issue of his injury was granted.

The dissent objected on the grounds that the determination of whether Mr. Verdugo was capable of work was a mixed question of law and fact, and therefore, merited a legal determination.  Further, the dissent reasoned that a determination by the WCB on a work-related disability cannot be the basis of collateral estoppel because of the inherent policy considerations behind it.

View Full Decision on Westlaw

20 N.Y.3d 1035 (2013).

2011 Symposium: Predators, Porn and the Law: America’s Children in the Internet Era

On April 9, 2011, the Syracuse Law Review hosted a symposium entitled “Predators, Porn and the Law: America’s Children in the Internet Era.”  Below is an expert from the program:

From chat rooms to sexting, how do we keep our children safe from online predators? Please join the Syracuse Law Review and SU College of Law community on Saturday, April 9, 2011 for a groundbreaking conference at the College of Law which will bring together legal scholars, children’s advocates, and law enforcement from across the U.S. for discussions regarding the safety of America’s children in the Internet age.

“This conference will be a unique opportunity for academics, legal professionals, and local community members to come together for a critical examination and timely discussion about the safety of our children in the Internet era,” says third-year law student Jennifer M. Haralambides, who is editor in chief of the Syracuse Law Review.

Marc Klaas, founder of the KlaasKids Foundation for Children and national advocate for child safety, will be the keynote speaker at 3 p.m. in Hendricks Chapel. Mr. Klaas started his Foundation after the 1993 kidnap, rape, and murder of his 12-year-old daughter.

In addition to Mr. Klaas’ keynote, the day-long conference will feature presentations by the National Center for Missing and Exploited Children, the U.S. Attorney’s Office, the Federal Public Defender’s Office, and leading scholars including Ilya Shapiro from the CATO Institute, Professor Amy Adler from NYU, and Professor Mary G. Leary from Catholic University.

Below is the keynote address from Marc Klaas:

Part 1

Part 2

Part 3

Part 4

2006 Nuclear Iran Symposium

On October 26-27, 2006, the Syracuse Law Review and the Institute for National Security and Counterterrorism co-sponsored a symposium entitled, “A Nuclear Iran: The Legal Implications of a Preemptive National Security Strategy.” Participants included a number of legal scholars that specialize in preemption, use of the military (including the legality of covert operations), the role of international organizations, and use of diplomatic options (such as sanctions), as well as experts in Iranian, Israeli, and Middle Eastern politics and history. They discussed such issues as why Iran wants to be a nuclear power, the regional and international security ramifications of Iran acquiring nuclear weapons, the domestic and international legal and political framework governing nuclear proliferation, and the legality and impact of various U.S. and international actions to prevent Iran from becoming a nuclear power.

The symposium opened with keynote remarks drafted by James Timbie, Senior Advisor to Dr. Robert Joseph, Under Secretary of State for Arms Control and International Security and the principal State officer for non- and counter-proliferation matters. It concluded with Pulitzer Prize-winning journalist and author Seymour Hersh, who gave a keynote address and moderated a panel discussion on the legality and effectiveness of various U.S. responses to a nuclear Iran. Articles written by the panelists were published by the Syracuse Law Review in its spring book, which was dedicated solely to the symposium.

Student Notes Selected for Publication in the 64th Volume

Please join the Syracuse Law Review in congratulating the following 2L editorial members who were selected for publication in the 64th Volume of the Law Review.

Workin’ on our Nite Moves: A Pole-Arized Application of a Sales Tax Exemption to Exotic Dance
Riane Lafferty
View Abstract

A Tweet Is(n’t) Worth a Thousand Words: The Dangers of Journalists’ Use of Twitter to Send News Updates From the Courtroom
Jamie Winnick

Proper Misuse: How Courts Should Develop Copyright Misuse to Protect Copyright Holders’ Brand Image and Market Reputation
Jaclyn Morgese

Down on the Pharma: How Green-Lighting Generics Can be a Game-Changer Against Off-Label Marketing by Brand-Name Offenders
Sean Quinn
View Abstract

Drawing the Lines in the Shale: Local Zoning Bans, the Takings Clause, and the Clash to Come if New York State Promulgates Hydrofracking Regulations
Nicholas Cortese

The Fair Sentencing Act Isn’t All It’s “Cracked” Up to Be: How Recent Congressional Action on Federal Crack Cocaine Sentencing Schemes Failed to End the Disparity Between Crack and Powder Cocaine Offenses
Hilary LaBar

Alternates:

Biology v. Psychology: Legal Strangers Raising Kids: Extending Constitutionally Protected Rights to Non-Biological Parents in Same-Sex Relationships
Amy Armstrong

Judges Who Act to Mitigate Immigration Consequences of a Criminal Conviction: A Problematic Use of Judicial Discretion?
William Garnett

 

2013-2014 Managing Board of Editors Elections

The Syracuse Law Review is pleased to announce the 2013-2014 Managing Board of Editors.

Seen below from top left: Jeffrey Monahan, Form and Accuracy Editor; Nicholas Cortese, Lead Articles Editor; Mark O’Brien, Editor-in-Chief; Alex Miller, Managing Editor; Alexander Formato, Form and Accuracy Editor; Jonathan Gray, Computer Editor; Hilary LaBar, Leader Articles Editor; Jamie Winnick, Form and Accuracy Editor; Sophia Cahill, Senior Notes Editor; Maureen Wenzel, Business Editor.

859211_564083600276022_1487089354_o

Editor-in-Chief

Mark O’Brien

Managing Editor

Alex Miller

Form & Accuracy Editors

Alexander Formato
Jeffrey Monahan
Jamie Winnick

Lead Articles Editors

Nicholas Cortese
Hilary LaBar

Senior Notes Editor

Sophia Cahill

Business Editor

Maureen Wenzel

Computer Editor

Jonathan Gray

Court Watch Editor

Matthew Snider

Executive Editors

Kristin Forshee

Heba Girgis

John Goring

Nicole Lindgren

Sean Quinn

Brian Restauro

Daniel Riley

Edward Thater
Jill Wojdyla
Associate Notes Editors

Amy Armstrong

Ronny Chan

Matthew Clemente
Amanda Giannone

Jaclyn Morgese
Rachel Ostrowski
Hannah Stewart