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From ny-court-docs
Drafts and files commercial-litigation actions under New York law, covering breach of contract, fiduciary duty, fraud, business divorce, and dissolution.
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> **NOT LEGAL ADVICE.** Commercial Division practice has
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NOT LEGAL ADVICE. Commercial Division practice has rules that materially differ from general Supreme Court practice; verify the assigned Commercial Division Justice's Part Rules and the venue's Commercial Division threshold before filing.
| Claim | SOL | Citation |
|---|---|---|
| Breach of contract (written or oral) | 6 years | CPLR 213(2) |
| Breach of fiduciary duty | 3 or 6 years — depends on remedy sought (3 yr if damages; 6 yr if equitable / fraud-adjacent) | CPLR 214(4) / 213(7); IDT Corp. v. Morgan Stanley |
| Fraud | 6 years (or 2 years from discovery, whichever is later) | CPLR 213(8) |
| Account stated | 6 years (tracks the underlying contract) | CPLR 213(2) |
| UCC Article 2 (sales) breach of warranty | 4 years | UCC § 2-725 |
| UCC Article 3 negotiable instrument | 6 years | CPLR 213(2) / UCC § 3-118 |
| Conversion | 3 years | CPLR 214(3) |
| Tortious interference with K | 3 years | CPLR 214(4) |
| Tortious interference with prospective economic advantage | 3 years | CPLR 214(4) |
| Breach of fiduciary duty (in BCL § 720 derivative action) | 6 years | CPLR 213(7); BCL § 720 |
| BCL § 1104-a oppression / judicial dissolution | no SOL — equitable | BCL § 1104-a |
The Commercial Division is a specialized Part within Supreme Court Civil Term — a single Justice (or rotating panel of designated Justices) hears commercial cases with their own procedural rule set. Different rules apply to Commercial Division cases than to regular Supreme Court cases.
| County | Threshold |
|---|---|
| New York County | $500,000 |
| Westchester County | $200,000 |
| Nassau County | $200,000 |
| Queens / Kings / Bronx | $150,000 |
| Erie / Suffolk | $100,000 |
| Albany / Onondaga | $50,000 |
| Monroe | $50,000 |
(Verify the current 22 NYCRR § 202.70(a) table before filing — thresholds adjust periodically.)
Commercial Division qualifying matters include (non- exhaustive):
Excluded even if over the threshold: PI, wrongful death, matrimonial, residential L&T, criminal, consumer-debt collection.
The Comm Div has its own rule set at 22 NYCRR § 202.70 with Appendix A containing 36 specific rules. Highlights:
Fraud allegations must be pled with particularity under CPLR 3016(b). The complaint must specify:
A complaint that pleads fraud in general terms is subject to dismissal under CPLR 3211(a)(7) for failure to state a cause of action.
Shareholders may bring a derivative action on behalf of the corporation against directors and officers for:
Demand requirement: under Marx v. Akers, 88 N.Y.2d 189 (1996), the shareholder must either make a demand on the board or plead demand-futility with particularity.
Holders of 20%+ shares in a closely-held corporation can petition for judicial dissolution on grounds of:
The corporation can avoid dissolution by electing to purchase the petitioner's shares at fair value under BCL § 1118 — a procedural escape valve used in many cases.
LLCs have an analogous dissolution remedy under LLC Law § 702 — judicial dissolution available when it is "not reasonably practicable" to carry on the LLC business. Matter of 1545 Ocean Avenue LLC, 72 A.D.3d 121 (2d Dep't 2010), is the leading interpretation.
NY recognizes the Faithless Servant Doctrine — an employee who commits substantial disloyalty during employment forfeits all compensation paid during the period of disloyalty, even if some work was actually performed. Phansalkar v. Andersen Weinroth & Co., 344 F.3d 184 (2d Cir. 2003) is the key articulation.
NY pre-judgment interest in contract cases is 9% per annum (CPLR 5004) — substantially higher than market rates. The interest accrues from the date of breach. The plaintiff in a long-running contract dispute may recover substantial interest at trial.
For tort claims, pre-judgment interest runs from the date the cause of action accrues (CPLR 5001(a)) — but is not available for personal-injury pain-and-suffering damages.
NY General Obligations Law makes NY especially friendly to commercial parties choosing NY law / NY forum:
These rules make NY a destination forum for sophisticated commercial contracts — many M&A agreements, large financing arrangements, and tech deals choose NY law and forum specifically for the GOL §§ 5-1401 / 5-1402 enforceability.
In commercial-debt-collection actions, the account stated doctrine is a major cause of action. The elements:
The 6-year SOL under CPLR 213(2) governs. Default-judgment practice in commercial collections often combines breach of contract + account stated for redundant pleading.
Shareholders can compel a corporation to permit inspection of books and records by proper purpose demand under BCL § 624. Common in lead-up to derivative actions or shareholder oppression petitions.
ny-statewide-format — caption + Notice of Motion formatny-discovery — CPLR Article 31; Commercial Division
proportionality rule + privilege log + interrogatory cap
are stricter than general Supreme Courtny-first-30-days — Answer + CPLR 3211(a) pre-answer
motionsny-deadlines — SOL + 22 NYCRR § 202.8-b page limits
(vs. Comm Div Rule 17 25/35-page rules)ny-hearings — motion practice and trial structureny-fact-check — citation patterns (Marx v. Akers;
1545 Ocean Avenue; IDT Corp. v. Morgan Stanley;
Reed, Roberts Associates)ny-nyco (1st JD Comm Div $500k threshold), ny-kings
($150k threshold), ny-bronx, ny-nassau ($200k
threshold), ny-queens ($150k threshold) — venue
selection for Commercial Divisionny-pro-se — pro se practice in Comm Div is rare due to
the $50k-$500k thresholds + complexityCommercial Division pro se practice is uncommon — the $50k-$500k thresholds plus the complexity of Comm Div Rules mean most parties retain counsel. For solo / pro se inquiries:
nycourts.gov/courts/comdiv/