Yolanda Mgt. Corp. v MicroAlgo, Inc.

Summary

The Appellate Division, First Department unanimously affirmed an order denying MicroAlgo, Inc.'s motion to dismiss a breach of contract claim. The court held that the Registration Rights Agreement's best-efforts obligation to file a registration statement was enforceable because the agreement provided objective standards for performance and timing.

Holdings

1. The complaint sufficiently stated a claim for breach of contract by alleging that MicroAlgo breached the Registration Rights Agreement by failing to file a registration statement with the Securities and Exchange Commission despite Yolanda's written demand.
2. The obligation to file a registration statement was enforceable despite the agreement's best-efforts language because the agreement provided sufficiently objective standards for measuring the timing and performance of the obligation.

Questions Presented

1. Whether the complaint sufficiently stated a breach of contract claim based on MicroAlgo's alleged failure to file a registration statement after Yolanda's written demand.
2. Whether the Registration Rights Agreement's best-efforts obligation was enforceable or impermissibly indefinite.

Disposition

affirmed