Greer v. FAM Networks, LLC

Summary

The New York Appellate Division, First Department unanimously affirmed an order denying defendants’ motion to dismiss a breach of contract claim concerning an agreement to manage and monetize the plaintiff’s social media presence. The court held that the complaint adequately pleaded the agreement, plaintiff’s performance, defendants’ breaches, and damages, and that the action was not premature based on the agreement’s notice, mediation, and audit provisions.

Holdings

1. The complaint sufficiently stated a breach of contract cause of action because it identified the agreement and alleged plaintiff's performance, defendants' breach of multiple provisions, including payment obligations, and resulting damages.
2. Imprecision in the pleaded damages was not fatal to the breach of contract claim at the pre-answer, pre-discovery stage.
3. The action was not premature because defendants failed to establish that there was no notice or that the agreement's notice and mediation provisions were express conditions precedent.
4. Plaintiff's failure to invoke the audit procedures did not require dismissal because defendants' alleged withholding of accountings frustrated the audit process.
5. The court did not reach plaintiff's alternative request for leave to amend; in any event, the request was procedurally improper because it was made without a motion, proposed amendment, or explanation for delay.

Questions Presented

1. Whether the complaint sufficiently pleaded a breach of contract claim under CPLR 3211(a)(7).
2. Whether imprecisely pleaded damages required dismissal at the pre-answer, pre-discovery stage.
3. Whether the action was premature because the agreement's notice and mediation provisions were conditions precedent.
4. Whether plaintiff's failure to invoke the agreement's audit procedures required dismissal.
5. Whether plaintiff should be granted leave to amend.

Disposition

affirmed