In Prospect Street Ventures I, LLC v. Eclipsys Solutions Corp., 23 AD3d 213, 213, 804 N.Y.S.2d 301 [1st Dept 2005], the First Department determined that a letter on which the plaintiff relied in its contract action was a mere agreement to agree because "it was expressly conditioned on the 'execution of a definitive agreement satisfactory in form and substance' to both sides, and nothing in the complaint or record reflects that this condition was waived" (id.). The Court further noted that the letter "manifested an intent not to be bound unless there was such a definitive agreement or a waiver thereof. The intent not to be bound is also manifested in the references in the letter to a 'proposed' commitment and a 'proposed' transaction" (id.)