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NY Commercial Case Compendium

A Searchable Database of Court Decisions Issued by New York’s Commercial Division

Dental Office Purchaser Fails to Establish Claims of Fraud and Breach against Seller on Summary Judgment

Posted in Fraud, Industry: healthcare, Justice Whelan, Thomas, Promissory Note, Rescission, Suffolk

In a September 26, 2014 Commercial Division decision by Justice Whelan, the court granted in part a motion for summary judgment by the defendants, sellers of a dental practice to Plaintiff, a dental professional corporation.  Plaintiff purchased a dental practice from the defendants and later argued that defendants breached certain of their obligations under the terms of the sale documents.  Plaintiff filed this action seeking recission of the promissory note and other sale documents on the grounds that defendants materially breached their obligations (mostly concerning defendants’ failure to turn over certain assets of the dental practice), and fraudulently induced Plaintiff to enter into the transaction.  The court granted Defendants’ motion for summary judgment: (i) dismissing Plaintiff’s recission claim, finding the record devoid of proof that the alleged breaches were substantial enough “that it defeated the object of the parties in making the contract”; and (ii) dismissing Plaintiff’s fraudulent inducement claim, finding that the “complained of representations are not actionable due to their futuristic, promissory nature . . . .”   The court also granted summary judgment in favor of Defendants on liability on their counterclaim under a promissory note, because it was undisputed that Plaintiff failed to make payments when due.

Huntington Vil. Dental, PC v Rathbauer, Sup Ct, Suffolk County, September 26, 2014, Whelan, J., Index No. 34620/2012.

Art Consultant’s Motion to Dismiss Granted in Suit brought by Former Tennis Partner Turned Client

Posted in Breach of Contract, Breach of Fiduciary Duty, Fraud, Justice Demarest, Carolyn E., Misrepresentation, Motion to Dismiss, Negligence, Queens

In a November 7, 2014 Commercial Division decision by Justice Demarest, the court granted the defendants’ motion to dismiss the complaint in its entirety. Saul, an attorney and business owner, met the individual defendant, Cahan, when the two were paired together as tennis partners. Through their tennis relationship, Cahan allegedly convinced Saul that he was a successful artist and art dealer, and ultimately, that he should act as Saul’s art advisor. Continue Reading

Orbitz Unable to Avoid Enforcement of Marketing Agreement for DataPass Services with Subscription-Based Online Travel Company

Posted in Breach of Contract, Justice Ramos, Charles E., New York, Summary Judgment

In an August 20, 2014 Commercial Division decision by Justice Ramos, the court granted the plaintiff’s motion for summary judgment with respect to the defendant’s remaining defenses. This case involved a Master Service Agreement (“MSA”) entered into by the parties, who are both engaged in the business of online travel services. Continue Reading

Former Employees Enjoined from Using Customer Information, Pricing Schedules Copied From Motorcycle Apparel Manufacturer

Posted in Breach of Fiduciary Duty, Justice Whelan, Thomas, Preliminary Injunction, Suffolk, Trade Secrets

In a November 6, 2014 Commercial Division decision by Justice Whelan, the court granted a motion for preliminary injunction enjoining Defendants, former employees of Plaintiff wholesaler, from disclosing and using confidential information and trade secrets of Plaintiff.  Continue Reading

Sufficient Alter-ego Allegations Preclude Dismissal for Lack of Personal Jurisdiction

Posted in Industry: agriculture, Justice Ramos, Charles E., Motion to Dismiss, New York, Personal Jurisdiction

In a November 13, 2014 Commercial Division decision by Justice Ramos, the court denied the defendants’ motion to dismiss. This arose from the plaintiff’s failed attempt to purchase several hundred thousand tons of coal from the defendants. Continue Reading

Court Addresses Whether Assignment of Claims under Notes Was Void As Champertous

Posted in Assignment, Industry: financial services, Justice Ramos, Charles E., New York, Successor Liability

In a November 7, 2014, New York County Commercial Division decision by Justice Ramos, the court denied the parties’ cross-motions for summary judgment in a case involving the assignment to plaintiff of claims under notes worth approximately $38 million securing a loan made by defendant-lenders. Continue Reading

Plaintiff Shareholders Misconstrue Court’s Standard of Review of Determinations of Disinterested Boards Based on Disinterested Committee Reports

Posted in Business Judgment Rule, Derivative Actions, Industry: financial services, Justice Friedman, Motion to Dismiss, New York, Special Proceeding

In an October 22, 2014, New York County Commercial Division decision by Justice Friedman, the court granted defendant-trusts’ motion to dismiss plaintiffs’ consolidated shareholder derivative actions.  As shareholders in certain investment funds organized as business trusts under Massachusetts law, plaintiffs alleged that defendants and their investment advisors breached their fiduciary duties and wasted corporate assets by redeeming certain securities at their liquidation value rather than their lower market value.  Continue Reading

Major League Soccer’s Insurance Coverage Claim Survives Insurer’s Motion to Dismiss

Posted in Breach of Contract, CPLR 3211, Industry: insurance, Justice Sherwood, O. Peter, Motion to Dismiss, New York

In a May 20, 2014 Commercial Division decision by Justice Sherwood, the court denied the defendant’s pre-answer motion to dismiss the complaint brought pursuant to CPLR 3211(a)(7). This insurance coverage case, concerning a “ForeFront Portfolio” insurance policy (“Policy”) issued by the defendant Federal Insurance Company (“FIC”) to the plaintiff, Major League Soccer, L.L.C. (“MLS”), arose from an underlying federal law suit (“Underlying Suit”) in which MLS was named as co-defendant. Continue Reading

Audi Dealership’s Claims under New York Dealer Act Fail Against Audi, Rival Dealership

Posted in Breach of Contract, Breach of Fiduciary Duty, Justice DeStefano, Motion to Dismiss, Nassau, Uncategorized

In an November 6, 2014 Commercial Division decision by Justice DeStefano, the court granted the majority of the motions to dismiss of Audi of America, Inc. (“Audi”), Stanley Weinstock, and Beiner Auto Group (with Weinstock, the “Beiner Defendants”).  Continue Reading