UBS Securities LLC v. Rae Systems Inc.

Contrary to the finding of the IAS court, the clause at issue, which provides that defendant “may” in its “sole discretion” pay plaintiff a bonus based on an assessment of its performance, was not a conditional promise, but an entirely discretionary clause that imposed no obligation on defendant to pay (Hunter v Deutsche Bank AG, N.Y. Branch, 56 AD3d 274 [1st Dept 2008]). Nor did the “approval” of the bonus by defendant’s special committee create some obligation on defendant to make the wholly discretionary payment (id,.; see generally Matter of Cosmopolitan Mut. Cas. Co. of N.Y. v Monarch…