New York contract law is the state law governing contractual relations between parties. For example, contract law can cover each party's jurisdiction, the contract itself, or the contract's subject matter.

Understanding New York Contract Law

On the world stage, contracted parties may choose which national law they deem appropriate. In other words, if one party wishes to apply the law of their own country to the contract, the other might not want to subject themselves to an unpredictable, foreign law, which can result in intense debate.

A better alternative is choosing an internationally recognized law that is highly regarded and benefits both parties. In the United States, the go-to law regarding financial capital and contracts is New York's law.

There are many benefits to applying New York contract law in these matters. For starters, New York's law affords the following:

  • A stable, transparent, and well-developed legal framework
  • A user-friendly, easy-to-understand commercial law
  • Respect for freedom of contract, law choice, and party autonomy
  • A type of contract interpretation that conforms to expectations
  • Recognition of the duty each party has to fair and good faith dealings
  • Adherence to commercial standards and international treaties
  • Well-defined judgment processes
  • Judgments and awards that are enforceable abroad
  • The enforcement of contractual limits with regards to damages
  • Third-party beneficiary rights
  • A deference to the parties' allocation choice for lawyer fees
  • Sophisticated, accessible courts for both domestic and foreign parties
  • Provisional remedies
  • Attorney and counter-party confidentiality
  • The possibility to waive jury trials
  • Prompt and reliable enforcement of court judgments, arbitration awards, and arbitration clauses

These numerous benefits are enough to satisfy both parties, even those involved in the most sophisticated deals. It's no surprise that New York accommodates some of the world's biggest deals on a global scale, and New York contract law provides plenty of predictability, reliability, and flexibility to make cross-border business relations go smoothly.

How Do You Know a New York Contract is Valid?

When you run a business, you encounter more contracts than you initially expected. Whether you exchange payment for something valuable or your company agrees to take action, you'll need a legal contract.

For a contract to be valid, it must meet these criteria:

  • Mutual agreement: There must be an implied or expressed agreement showing that all parties involved in the contract are in agreement.
  • Consideration: All parties must give consideration and confer a benefit on themselves or the other party.
  • Exchange: Usually money is exchanged under contract for services or goods, but the exchange might be non-monetary.
  • Competent parties: Every party entering into a contract must have the capacity to understand its terms and consequences.
  • A mutual obligation to perform: All parties have certain obligations to one another they must fulfill.
  • Proper subject matter: The contract must be legal regarding a legal activity.
  • Mutual right to remedy: All parties have an equal right to remedy upon any breach of terms by the other party.

What Happens if You Breach a Contract?


A breach of contract is when one party fails to perform his or her duties and responsibilities as outlined in the contract. The non-breaching party must put the breaching party on written notice before pursuing legal action.

Numerous business lawsuits stem from contract breaches. In some cases, a breach of contract is unavoidable, so it's important to understand basic New York contract law regarding breaches.

Disputes occur when a party who has entered into a contract:

  • Fails to meet deadlines or other contract terms
  • Fails to provide services or goods
  • Fails to issue payments on time
  • Misinterprets the contract's terms and conditions

If you have met all your contract obligations but the other party has not, there is still a breach of contract. Even so, you cannot recover any damages unless the breach is considered “material,” meaning that the breach is substantial enough to defeat the contract's purpose.

New York courts might award damages for material breaches of contract for both direct or consequential damages. Direct damages refer to value differences in the goods provided versus the value, while consequential damages relate to loss of goodwill or lost profits. An experienced attorney can help maximize your recovery and help protect fully your business interests.

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