Lightstone RE, LLC v. Zinntex LLC

Lightstone RE, LLC (Lightstone) (plaintiff) entered into a contract with Zinntex LLC (defendant) to purchase goods and paid approximately $2 million for those goods. When Zinntex did not deliver the goods, Lightstone asked for a refund. A representative from Zinntex offered to repay Lightstone some of the money. The Zinntex representative and a Lightstone representative then began exchanging texts about a possible refund. During this exchange, the Zinntex representative refused to provide a personal guarantee and repeatedly asked the Lightstone representative to let each side’s attorneys work out the details. After approximately three weeks, the Zinntex representative agreed that Zinntex would repay Lightstone $1.475 million over a three-month period. When the Lightstone representative texted seeking confirmation of this deal, the Zinntex representative responded with a text saying, “I am not going to sign anything but I will have you paid out within 3 months.” For the next nine minutes, the two representatives exchanged additional texts about details. The Lightstone representative then sent a text stating that Zinntex would pay Lightstone $1.475 million in four equal payments on four specific dates over the following three months. The Zinntex representative responded with a thumbs-up emoji. Lightstone received only $475,000 from Zinntex. Lightstone sued Zinntex in New York state court, asserting that it had a valid accord or contractual modification in which Zinntex had promised to pay $1.475 million on those four dates and that Zinntex had breached this contractual deal. Lightstone moved for summary judgment on its contract-breach claim. Zinntex opposed the motion, arguing that questions of fact existed about whether Zinntex had ever formally agreed to be bound by Lightstone’s offered refund terms. The trial court considered the motion.