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Causes of Action

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This article outlines three of the most common causes of action that plaintiffs assert in commercial disputes, particularly claims based on contracts, fraud, torts, and those based on equity. To start, let’s take a look at perhaps the most common claim – breach of contract. To be successful, a plaintiff claiming that the defendant breached their contract or specific terms of the contract governing their relationship, must demonstrate that (i) a contract in fact did exist between the parties, (ii) the plaintiff performed her obligations under the contract, (iii) the defendant failed to perform her obligations under the contract, and (iv) the plaintiff incurred damages as a result. Breach of contract claims are subject to many defenses including mutual mistake, impossibility of performance, failure of consideration, estoppel, and waiver. KI Legal regularly pursues and defends against breach of contract claims.

Typically, a breach of fiduciary duty is tied closely to a breach of contract claim. What is a fiduciary duty? A fiduciary duty is an obligation to act for another party’s benefit. The obligation may be sourced in a formal relationship created by contract, statute, or legal proceedings, such as in a dispute concerning the president of a company placing his own financial gain (ex: by embezzling company funds) above the interests of the company and the company’s shareholders. A fiduciary obligation can also be created informally when a plaintiff places his trust in the defendant and the defendant accepts or is aware of the trust. To prevail on a claim for breach of fiduciary duty, a plaintiff must prove that the defendant owed a fiduciary duty to the plaintiff, the defendant breached the duty, and the defendant’s breach proximately caused the plaintiff’s injury. Proximate causation is a term of art that requires an analysis of its own.

Finally, a covenant of good faith and fair dealing is implied in every contract. The purpose of this implied duty is generally meant to facilitate or encourage the execution of the parties’ intentions, protect the parties’ reasonable expectations when they formed the contact, and ensure that the parties did not violate community standards of decency and fairness. To successfully plead a cause of action for breach of the implied covenant of good faith and fair dealing, a plaintiff must show that the plaintiff and defendant entered into a contract, the defendant’s conduct prevented the plaintiff from receiving the benefits promised under the contract, the defendant’s conduct strayed from the expectations under the contract, and the defendant’s conduct caused plaintiff resulting injuries.

If you have questions about causes of action, or need help with your particular commercial dispute matter, KI Legal’s knowledgeable litigation attorneys are here to help. Schedule a free consultation by calling (212) 404-8644 or emailing

This information is the most up to date news available as of the date posted. Please be advised that any information posted on the KI Legal Blog or Social Channels is being supplied for informational purposes only and is subject to change at any time. For more information, and clarity surrounding your individual organization or current situation, contact a member of the KI Legal team.


KI Legal focuses on guiding companies and businesses throughout the entire legal spectrum. KI Legal’s services generally fall under three broad-based practice group areas: Transactions, Litigation and General Counsel. Its extensive client base is primarily made up of real estate developers, managers, owners and operators, lending institutions, restaurant and hospitality groups, construction companies, investment funds, and asset management firms. KI Legal’s unwavering reputation for diligent and thoughtful representation has been established and sustained by its strong team of reputable attorneys and staff. For the latest updates, follow KI Legal on LinkedIn, Facebook, and Instagram. For more information, visit

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