How Improper Pleading Can Prove Fatal to a NY Breach of Contract Claim
Although you might be under the impression that the manner in which a breach of contract complaint is structured or phrased doesn't really make much difference.
But, as a Federal Court in New York recently opined in Comfort Inn Oceanside v. The Hertz Corporation, you would be terribly wrong.
There are several key elements that must be both alleged in the complaint (and proved) in order to succeed on a breach of contract claim under New York law. One of those critical elements is that the plaintiff must prove (at least as a general rule) is that the the plaintiff itself fulfilled its obligations under the contract (that is, unless it was excused from performing due to defendant's actual or anticipatory breach of the agreement).
Citing well-established precedent, the Court stated as follows:
"A claimant's failure to plead the performance of its own contractual obligations is fatal to a breach of contract claim even if the other requisite elements are properly pleaded. See, e.g., Global Crossing Bandwidth, Inc. v. PNG Telecomms., Inc., No. 06 Civ. 6415T, 2007 WL 174094, at *2 (W.D.N.Y. Jan. 22, 2007)."
That element was conspicuously absent from Comfort Inn's complaint, as the Court noted that
"Here, the amended complaint does not expressly allege, even in conclusory fashion, that Comfort Inn performed its contractual obligations ... However, to the extent the amended complaint alleges that Comfort Inn's performance was excused by Hertz's immediate breach, such allegations are both factually implausible and legally meritless ... Furthermore, even if Hertz technically breached the contract right away, there is nothing in the amended complaint suggesting that such breach was "so substantial that it defeat[ed] the object of the parties in making the contract."
In bringing the issue to a close (and confirming the severity of the risk of improperly pleading a breach of contract claim), the Court further stated that "Comfort Inn should not be allowed to pursue this case further if it does not allege that it performed its own obligations."