Dolp Properties v. Amazon Corp.
Dolp 1133 Properties II LLC v. Amazon Corporate, LLC, 2015 NY Slip Op 31544(U).
This is a property infringement claim between Amazon Corporate, LLC and Plaintiff Dolp 1133 Properties II LLC.
Case Details:
The claim was filed by Plaintiff following a situation where Amazon wanted to rent commercial space the Plaintiff owned. In contemplation of the complexity of a potential lease, the parties executed a “Letter of Intent” (LOI) wherein they agreed to work to reach a lease between them. The LOI did not bind them to enter a lease, but, it did contain exclusivity language forbidding Amazon from seeking commercial space for the same purpose elsewhere for 60 days. Plaintiff claims they had tenants move out early to begin renovations for Amazon, and that Amazon assured Plaintiff they were not looking for other space and would be moving forward with a lease. Plaintiff claims to have discovered that this assurance was a lie, and Amazon abandoned the lease and rented space for the same purpose elsewhere.
Dolp’s Argument:
Plaintiff sued Amazon Corporate, LLC for punitive damages and attorneys’ fees. They presented the following arguments:
(1) Breach of the LOI
(2) Breach of the implied covenant of good faith and fair dealing
(3) Fraud
(4) Specific performance to compel Amazon to enter into a lease.
Amazon’s Argument:
Amazon Corporate LLC moved to dismiss for failure to state a claim. In addition to the following points:
- The case was barred by a Non-Disclosure Agreement (NDA).
- The NDA had forum selection of Washington and was incorporated in the LOI.
Summary:
The Court ruled that the forum selection in the NDA did not apply, as it was not incorporated in the LOI at issue. The Court dismissed Plaintiff’s breach of good faith claim as it was duplicative of the breach of LOI; it found an issue of fact existed as to whether Amazon lied to Plaintiff and therefore did not dismiss the fraud claim. The Court also dismissed Plaintiff’s specific performance claim as the LOI specifically stated it did create an obligation to enter a lease.
Conclusion:
The court denied Plaintiff punitive damages and attorneys’ fees as punitive damages would require “circumstances of aggravation or outrage, or a fraudulent or evil motive on the part of the defendant,” and attorneys’ fees are not warranted unless prescribed by statute or agreement.