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Tillage Commodities Fund, L.P. v. SS&C Tech., Inc.
Citations: 2017 NY Slip Op 5155; 151 A.D.3d 607; 58 N.Y.S.3d 28Docket: 4117 654765/16
Court: Appellate Division of the Supreme Court of the State of New York; June 22, 2017; New York; State Appellate Court
Original Court Document: View Document
In Tillage Commodities Fund, L.P. v. SS&C Technologies, Inc., the New York Appellate Division addressed an appeal regarding a breach of contract and breach of the implied covenant of good faith and fair dealing claims. The court modified the Supreme Court's order to grant the defendant's motion to dismiss the breach of contract claim related to its failure to disclose communications with a fraudulent third party, as the plaintiff failed to demonstrate damages from this refusal. However, the court upheld the breach of contract claim concerning the defendant's unauthorized disbursement of funds, finding that the defendant's actions showed gross negligence due to a reckless disregard for the plaintiff's rights, particularly in cybersecurity practices. The court also ruled that the breach of the implied covenant claim, based on conduct prior to the fraud's discovery, was duplicative of the breach of contract claim. However, the court allowed the implied covenant claim regarding the defendant's post-discovery actions, which included failing to promptly inform the plaintiff of the fraud and submitting misleading reports to authorities. This conduct was considered distinct and resulted in alleged damages related to the plaintiff's recovery efforts. The decision highlighted the importance of distinguishing between various claims and the necessity of demonstrating actual damages in contractual disputes.