(1995)). See also In re Manville Forest Products Corp., 209 F.3d 125 (2d Cir.2000); In re Texaco, Inc. 218 B.R. 1 (Bankr.S.D.N.Y.1998). 29 . See Ely-Cruikshank Co., Inc. v. Bank of Montreal, 81 N.Y.2d 399, 402, 599 N.Y.S.2d 501, 615 N.E.2d 985 (N.Y.1993) (“Ely-Cruikshank ") (citations omitted); see also T & N PLC v. Fred S. James & Co. of New York, Inc., 29 F.3d 57, 59-60 (2d Cir.1994). 30 . See page 15 above. 31 . Complaint ¶¶ 16-18. 32 . Highland's complaint seems to suggest both. Complaint ¶ 16 refers to the Memorandum as the offer, but Complaint ¶ 18 refers to Lyondell as having ''accepted” Highland’s offer in its Commitment Letter. However, any inconsistency here is irrelevant. 33 . Complaint ¶¶ 34, 35. 34 . See Ely-Cruikshank, 81 N.Y.2d at 402, 599 N.Y.S.2d 501, 615 N.E.2d 985 (<HOLDING>). 35 . 87 N.Y.2d 384, 639 N.Y.S.2d 977, 663
holding immaterial breach did not constitute breach of contract recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract holding that trial court erred by dismissing breach of contract claim because appellee made promises to perform specific acts in contract the breach of which would give rise to a breach of contract action holding party in breach could not maintain suit for breach of contract holding that a cause of action for breach of contract accrues at the time of the breach