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Legal Memorandum: Breach of Contract Claim in NY

Issue: Under New York law, is the failure to plead all elements of a breach of contract claim or to do so vaguely grounds for dismissal?

Area of Law: Business Organizations & Contracts, Litigation & Procedure
Keywords: Breach of contract claim; Grounds for dismissal; Pleadings
Jurisdiction: New York
Cited Cases: 141 A.D.2d 435
Cited Statutes: None
Date: 08/01/2010

Gordon v. Dino De Laurentis Corp., 141 A.D.2d 435 (1st Dept. 1988) (“The amended complaint alleges in boilerplate fashion that defendant disclosed confidential information to Coca-Cola and that as a consequence plaintiffs were damaged in the sum of $35 million.  These vague and conclusory allegations are insufficient to sustain a breach of contract cause of action.  Plaintiffs have not identified any confidential information imparted to defendant other than the specifics of their prior proposal to Coca-Cola and the financial due diligence with respect to Embassy.  This information cannot be classified as confidential or secret since it was already in Coca-Cola’s possession before plaintiffs disclosed it to defendant.  Moreover, the complaint is fatally deficient because it does not demonstrate how the defendant’s alleged breach of the confidentiality agreement caused plaintiffs any injury.  The complaint contains only boilerplate allegations of damage.  In the absence of any allegations of fact showing damage, mere allegations of breach of contract are not sufficient to sustain a complaint, and the pleadings must set forth facts showing the damage upon which the action is based.  Since the plaintiffs’ first cause of action is deficient in this regard, it must be dismissed.”)

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