Berko & Associates LLC v B. Jaffe Real Estate JV LLC

Holding The appellate court held that the plaintiff lacked standing to enforce the LLC Agreement because a no-third-party beneficiary clause barred enforcement by non-signatories, even if defined as affiliates. Consequently, the breach of contract claim was dismissed, but the quantum meruit claim was reinstated because factual issues remained regarding the reasonable value of services.

The court’s words

no . . . creditor or third party shall have any rights under this Agreement

2026 NY Slip Op 06239, at the official text

The best evidence of the intent to bestow a benefit upon a third party is the language of the contract itself

2026 NY Slip Op 06239, at the official text

Whether a contract is ambiguous is a question of law and extrinsic evidence may not be considered unless the document itself is ambiguous

2026 NY Slip Op 06239, at the official text

when parties set down their agreement in a clear, complete document, their writing should be enforced according to its terms

2026 NY Slip Op 06239, at the official text

the parties knew how to grant "affiliates" enforcement rights in Section 13.14 had they intended to do so

2026 NY Slip Op 06239, at the official text

the parties' choice to exclude affiliates such as plaintiff in Section 13.14 is clear and unambiguous

2026 NY Slip Op 06239, at the official text

plaintiff's breach of contract cause of action should be dismissed because plaintiff lacks standing to sue to enforce the LLC Agreement's acquisition fee provision

2026 NY Slip Op 06239, at the official text

plaintiff's cause of action for quantum meruit should be reinstated

2026 NY Slip Op 06239, at the official text