Triable-Issue Standard for Good-Faith Negotiation Under a Stipulation: Conditioning Assent on Extracontractual Demands Defeats Summary Judgment

1. Introduction

This dispute arose between neighboring property owners in Saratoga Springs. Plaintiff, Places in Saratoga, LLC, redeveloped its parcel by demolishing longstanding structures and constructing a new three-story building. Defendants, Frank J. Izzo et al., owned the adjoining parcel improved by a two-story building whose roof drained toward the shared boundary.

Before construction, plaintiff brought a special proceeding under RPAPL 881 to obtain a license for access and utility work (including relocation of a sewer line serving defendants). The parties resolved that proceeding with a 2018 stipulation that contemplated (i) engineering review of defendants’ north wall, and (ii) post-report discussions about “protective measures,” which would “necessarily include” a rainwater catchment system to handle runoff from both roofs.

After construction commenced—and after the removal of a gutter along the north side of defendants’ roof (the parties disputed by whom)—plaintiff claimed water runoff from defendants’ roof infiltrated plaintiff’s new building. Plaintiff sued asserting, among other theories, nuisance, trespass, negligence, and breach of the implied covenant of good faith and fair dealing based on defendants’ alleged refusal to negotiate reasonably over the catchment system contemplated by the stipulation.

The key issues on appeal included:

• Whether plaintiff’s second motion for summary judgment on nuisance and trespass should be entertained as a successive motion.
• Whether plaintiff was entitled to summary judgment on negligence and to dismissal of defendants’ prescriptive easement defense.
• Whether Supreme Court properly searched the record under CPLR 3212(b) and dismissed plaintiff’s good-faith-and-fair-dealing claim (and promissory estoppel claim). Only the good-faith claim dismissal was challenged on appeal.

2. Summary of the Opinion

The order was modified to reinstate the breach of the implied covenant of good faith and fair dealing cause of action; otherwise, it was affirmed.

3. Analysis

3.1 Precedents Cited (and How They Shaped the Holding)

A. Successive motions for summary judgment

The Court relied on a consistent line of authority discouraging repeat summary judgment motions absent genuinely new material:

• Consolidated Mtge., LLC v Westport Golf Invs., LLC, 141 AD3d 923 (3d Dept 2016), lv dismissed 28 NY3d 1102 (2016): reiterated the general rule against entertaining successive motions without newly discovered evidence or sufficient cause.
• MLCFC 2007-9 ACR Master SPE, LLC v Camp Waubeeka, LLC, 123 AD3d 1269 (3d Dept 2014): reinforced the discretionary nature of refusing successive motions.
• Wells Fargo Bank, N.A. v Leonardo, 167 AD3d 814 (2d Dept 2018), lv denied 34 NY3d 908 (2020): cited to show the rule’s broader acceptance beyond the Third Department.
• Vinar v Litman, 110 AD3d 867 (2d Dept 2013): clarified that evidence is not “newly discovered” merely because it was not previously submitted; it must concern facts unavailable earlier and not provable through other means.
• Pavlovich v Zimmet, 50 AD3d 1364 (3d Dept 2008): applied the same principle within the Third Department.

These cases supplied the doctrinal basis for affirming Supreme Court’s refusal to revisit nuisance and trespass on plaintiff’s second attempt.

B. Summary judgment standards and “searching the record”

• Schillaci v Sarris, 122 AD3d 1085 (3d Dept 2014): explained CPLR 3212(b)’s permission to search the record and award summary judgment to a nonmoving party, but only on an issue/cause “that is the subject of the motions before the court.”
• Vega v Restani Constr. Corp., 18 NY3d 499 (2012): emphasized summary judgment is “drastic” and inappropriate where genuine issues of material fact remain.
• Amici v Mazza, 234 AD3d 1170 (3d Dept 2025), lv denied 44 NY3d 902 (2025): reiterated courts must not make credibility determinations on summary judgment; they must identify whether triable issues exist.

Together, these authorities framed the appellate court’s core procedural critique: even if the implied covenant claim was within the ambit of plaintiff’s motion such that record-searching was permitted, dismissal still required the absence of factual disputes—an absence the record did not show.

C. The implied covenant of good faith and fair dealing and good-faith negotiation

The Court situated plaintiff’s claim within the established New York doctrine that contractual performance includes an implied obligation not to frustrate the agreement’s benefits:

• Fourth Branch Assoc. Mechanicville v Niagara Mohawk Power Corp., 235 AD2d 962 (3d Dept 1997): articulated the core rule—conduct not expressly forbidden may still breach the covenant if it deprives the other party of the contract’s benefits.
• 511 W. 232nd Owners Corp. v Jennifer Realty Co., 98 NY2d 144 (2002): foundational Court of Appeals authority on the implied covenant’s function in protecting contractual benefits.
• Van Amburgh v Boadle, 231 AD3d 187 (3d Dept 2024) and Integrity Intl., Inc. v HP, Inc., 211 AD3d 1194 (3d Dept 2022): modern Third Department applications of implied covenant principles, including contexts involving discretionary conduct and performance.
• IDT Corp. v Tyco Group, S.A.R.L., 23 NY3d 497 (2014): critical to the holding; when a binding contract conditions obligations on negotiation of future agreements, the covenant can impose a duty to negotiate in good faith; also recognizes “a good faith impasse.”
• McGowan v Clarion Partners, LLC, 188 AD3d 497 (1st Dept 2020), lv denied 37 NY3d 903 (2021): cited in support of the proposition that negotiations may end in a good-faith impasse without breach.
• Credit Suisse First Boston v Utrecht-America Fin. Co., 80 AD3d 485 (1st Dept 2011): highlighted that good faith often involves “examination of a state of mind” and is generally not readily decided on summary judgment.
• IDT Corp. v Tyco Group, S.A.R.L., 13 NY3d 209 (2009): used to support the Court’s reading that the stipulation required good-faith discussions but not necessarily agreement on a specific solution.
• Fonda v First Pioneer Farm Credit, ACA, 86 AD3d 693 (3d Dept 2011): reinforced that factual disputes about the parties’ conduct can preclude summary judgment on good-faith-related claims.

These precedents directly informed the Third Department’s conclusion that defendants were not entitled to summary dismissal because the record contained competing inferences about whether defendants’ negotiating posture was legitimate (a permissible impasse) or improperly coercive (conditioning assent on non-stipulated roof reconstruction).

D. Negligence causation and competing expert proof

• WFE Ventures, Inc. v GBD Lake Placid, LLC, 197 AD3d 824 (3d Dept 2021): supported denial of summary judgment where factual disputes exist on causation in property-related disputes.
• Congregation B'nai Jehuda v Hiyee Realty Corp., 35 AD3d 311 (1st Dept 2006): similarly recognizes that competing proof about the source/cause of property damage precludes judgment as a matter of law.

The Court applied these principles to affirm denial of plaintiff’s negligence summary judgment because defendants’ expert created triable issues about whether water infiltration originated from sources other than defendants’ roof and whether plaintiff’s own construction choices caused the problem.

E. Prescriptive easement defense and inadequate briefing

• Vacation Vil. Homeowners Assn., Inc. v Town of Fallsburg, 233 AD3d 1196 (3d Dept 2024): invoked regarding the need for adequate legal and factual development when seeking summary relief.
• Barlow v Spaziani, 63 AD3d 1225 (3d Dept 2009): supported denial where factual questions and insufficient argumentation prevent dismissal of a prescriptive easement defense as a matter of law.

F. Abandonment on appeal

• Matter of Maidenbaum & Sternberg, LLP v New York State Dept. of Taxation & Fin., 243 AD3d 1054 (3d Dept 2025): cited for the rule that unchallenged determinations on appeal are abandoned—here, plaintiff did not contest dismissal of promissory estoppel.

3.2 Legal Reasoning

A. Successive summary judgment: “new facts” means unavailable facts

The Court treated the successive-motion doctrine as a gatekeeping rule that protects judicial efficiency and fairness. Additional discovery and newly submitted materials did not qualify as “newly discovered evidence” because plaintiff failed to show that the purportedly new facts were unavailable at the time of the first motion or could not have been established through other evidentiary means. This application tracks Vinar v Litman’s distinction between “newly submitted” and “newly discovered.”

B. Negligence: causation disputes defeat judgment as a matter of law

Even assuming a duty and potential breach, the Court focused on proximate causation. Defendants’ expert affidavit created triable questions about (i) the true source(s) of infiltration, (ii) whether plaintiff’s own construction decisions were solely responsible, and (iii) whether any runoff from defendants’ roof materially contributed. Because summary judgment cannot resolve contested causation or weigh expert credibility, denial was affirmed.

C. Prescriptive easement: plaintiff’s briefing failure and factual disputes

The Court affirmed denial of summary dismissal of the prescriptive easement defense both on procedural and substantive grounds: plaintiff did not adequately brief the issue, and the record contained factual questions incompatible with judgment as a matter of law.

D. The key holding: searched-the-record dismissal of the implied covenant claim was improper

The Third Department’s central contribution is its application of good-faith negotiation doctrine to a settlement stipulation that required future “discussions” over protective measures.

Applying that framework, the Court read paragraph 7 of the stipulation as follows:

• It required the parties to “enter into discussions” about protective measures, which would “necessarily include” a rainwater catchment system.
• It did not require acceptance of plaintiff’s particular design, nor did it require that negotiations necessarily culminate in an agreement (citing IDT Corp. v Tyco Group, S.A.R.L., 13 NY3d 209).

Critically, the record supported competing narratives:

• Defendants’ narrative (good faith): They did not “refuse” solutions; they retained an architect, proposed an alternative catchment design, and continued discussions—consistent with legitimate negotiations that might end in a good-faith impasse.
• Plaintiff’s narrative (bad faith): Defendants’ resistance to plaintiff’s proposed system was at least partly driven by demands that plaintiff rebuild or substantially repair defendants’ roof to address increased snow loads—an obligation the stipulation did not clearly impose and about which the stipulation was silent.

Because this conflict goes to motive, leverage, and the legitimacy of bargaining conditions (i.e., “state of mind”), the Court held a factfinder could rationally conclude defendants conditioned assent on extracontractual demands, thereby frustrating the stipulation’s contemplated benefit (a workable rainwater catchment system). That possibility created a triable issue, making searched-the-record summary dismissal improper under Vega v Restani Constr. Corp. and Amici v Mazza.

3.3 Impact

• Settlement stipulations with “future discussions” clauses: Parties drafting or litigating stipulations that require later negotiation should expect that the implied covenant may supply an enforceable duty to negotiate in good faith, even if the stipulation does not dictate a final design or outcome.
• Extracontractual “package-deal” conditions are risky: The decision signals that attempting to condition performance of an agreed-to negotiation item (here, a catchment system) on unrelated or non-stipulated concessions (here, roof/snow-load reconstruction) may create triable bad-faith issues.
• Limits on CPLR 3212(b) record-searching: Even when record-searching is procedurally available, courts must be cautious where the claim turns on intent, motive, or negotiating posture; summary judgment may be especially inappropriate in implied covenant disputes involving good faith.
• Practical litigation consequence: The reinstated implied covenant claim provides plaintiffs a potentially potent contract-based path to relief (and discovery) even where tort claims (negligence, nuisance, trespass) remain mired in expert disputes over causation.

4. Complex Concepts Simplified

• RPAPL 881 license: A court-authorized license allowing temporary access to a neighbor’s property to perform necessary work when permission is withheld, typically with conditions to protect the adjoining owner.
• Implied covenant of good faith and fair dealing: An unwritten term in every contract requiring parties not to act in a way that destroys or undermines the other party’s ability to receive the contract’s expected benefits—even if the conduct is not expressly prohibited by the contract’s text.
• Good-faith negotiation duty: If a contract says the parties will negotiate later details (e.g., implementation measures), the law can require them to negotiate honestly and fairly—not merely go through the motions or use the process to extract unrelated concessions.
• Good faith impasse: Negotiations can fail without wrongdoing; parties may genuinely disagree. The line between a lawful impasse and bad faith often depends on intent and conduct, making it hard to decide without a trial.
• Searching the record (CPLR 3212[b]): On a summary judgment motion, a court may award judgment to the nonmoving party on issues already before the court—but only if the record shows no real factual disputes.
• Successive summary judgment motion: A second attempt to obtain summary judgment on the same issue is generally disfavored unless truly new, previously unavailable evidence emerges.
• Prescriptive easement: A right gained through long, continuous, and adverse use (like consistently discharging water over another’s land under certain circumstances). Whether such a right exists is often fact-specific.

5. Conclusion

Places in Saratoga, LLC v Izzo reinforces two procedural guardrails—courts need not entertain successive summary judgment motions absent truly new evidence, and tort claims involving contested causation are not fit for summary resolution where expert proof conflicts. Its most significant contribution, however, is substantive and practical: when a stipulation requires future discussions on implementation (here, a rainwater catchment system), the implied covenant may obligate good-faith negotiation, and summary dismissal is improper where the record supports a reasonable inference that one party conditioned assent on extracontractual demands. The decision thus strengthens the role of the implied covenant as a check against leveraging “required discussions” into unrelated concessions, while preserving the possibility of a legitimate good-faith impasse for the factfinder to assess.