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

Category Archives: Breach of Fiduciary Duty

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Statute of Frauds is Not a Bar to Russian Oligarch’s Claims Against Fellow Russian Billionaire Investors Over Breach of Joint Venture Agreement

Posted in Arbitration, Breach of Contract, Breach of Fiduciary Duty, Fraud, Motion to Dismiss, New York, Preliminary Injunction, Scarpulla, Saliann, Statute of Limitations

In a December 2, 2015 Commercial Division decision by Justice Scarpulla, the court consolidated and decided the defendants’ motion to dismiss the amended complaint and the plaintiff’s motion seeking a preliminary injunction to restrain the defendants from pursuing arbitration in London and from commencing any other foreign proceeding.

Adversity Not Dispositive in Applying Fiduciary Exception to Attorney-Client Privilege and Must Be Determined Upon In Camera Review

Posted in 1st Dept, Breach of Fiduciary Duty, Discovery, Limited Liability Companies, Shareholder Dispute

In a decision dated October 8, 2015, the Appellate Division, First Department reversed an order from the New York County Commercial Division, which granted a motion by a 70% majority investor in a real-estate development company (plaintiff-respondent) to compel the production of certain purportedly-privileged documents in connection with the development of “the world’s largest showroom… Continue Reading

Court Uses Equitable Authority to Issue Yellowstone Injunction

Posted in 7th District, Breach of Contract, Breach of Fiduciary Duty, Construction, Preliminary Injunction, Real estate, Rosenbaum, Matthew A.

In an August 13, 2015 Monroe County Supreme Court decision by Justice Rosenbaum, the court granted the plaintiffs’ request for a Yellowstone Injunction based upon alleged lease violations which resulted in the defendants serving the plaintiffs with multiple default notices.

When Fiduciary Duties of Directors Are Split Between Two Companies, They Must Demonstrate ‘Entire Fairness’ of Decision

Posted in Banking, Breach of Fiduciary Duty, Financial services, New York, Ramos, Charles E., Shareholder Dispute, Summary Judgment

In an October 23, 2015, Commercial Division decision by Justice Ramos, the court denied the Defendants’ motion for summary judgment in its entirety, while granting the plaintiff’s motion for summary judgment in part, to the limited extent of determining that the “entire fairness standard” applies when a decision of the Board of Directors is challenged… Continue Reading

Court Dismisses Various State Law Claims Under Both Russian and New York Law, Also Dismisses for Lack of Personal Jurisdiction over Foreign Defendants

Posted in Bransten, Eileen, Breach of Fiduciary Duty, Conversion, Motion to Dismiss, New York, Personal Jurisdiction, Shareholder Dispute, Tortious Interference with Business Relations, Unjust Enrichment

In an August 25, 2015 Commercial Division decision by Justice Bransten, the court granted five motions to dismiss, dismissing a Complaint which alleged conspiracy to strip the plaintiff, Norex Petroleum Limited (“Norex”), a Cyprus corporation, of its controlling interest in a lucrative Russian oil company (“Yugraneft”). In this case, the court analyzed whether a federal… Continue Reading

Fair Market Value and Financial Analysis Reports Requested and Paid For by Third Party-Sellers, and Not Signed by Defendant, Do Not Give Rise to a Contract or Fiduciary Duty Between Plaintiff-Purchaser and Defendant-Business Appraiser

Posted in 7th District, Breach of Contract, Breach of Fiduciary Duty, Healthcare, Motion to Dismiss, Rosenbaum, Matthew A.

In an August 27, 2015 Commercial Division decision by Justice Rosenbaum, the court granted the defendants’ motion to dismiss the complaint based on the defenses of documentary evidence and failure to state a cause of action.

Accountant Providing Non-Auditing Tax Services Still Has Professional and Fiduciary Duties to Inform Taxpayer of Questionable Financial Practices

Posted in Accounting, Banking, Breach of Contract, Breach of Fiduciary Duty, Demarest, Carolyn E., Fraud, Kings, Malpractice, Motion to Dismiss, Negligence

In a July 21, 2015, Kings County Commercial Division decision by Justice Demarest, the court denied in part and granted in part defendants’ motion to dismiss plaintiff’s amended complaint under CPLR 3211 (a) (1) and (7).

Plaintiff Escapes Three-Year Limitations Period for Accounting Malpractice by Alleging Intentional Misconduct in Support of Claims for Breach of Contract and Fraud

Posted in Accounting, Albany, Breach of Contract, Breach of Fiduciary Duty, Fraud, Malpractice, Motion to Dismiss, Platkin, Richard, Statute of Limitations, Uncategorized, Unjust Enrichment

In a March 6, 2015, Albany County Commercial Division decision by Justice Platkin, the court granted in part and denied in part defendant-accounting firm’s (the “Firm’s”) motion to dismiss plaintiff-New York Worker’s Compensation Board’s (the “Board’s”) action alleging inadequate and improper accounting services.

City Barred from Seeking Medicaid Reimbursement from Trustee Where Claims Should Have Been Raised in Prior Accounting Proceeding

Posted in Breach of Contract, Breach of Fiduciary Duty, CPLR 2221, Fraud, Healthcare, Motion to Dismiss, New York, Ramos, Charles E.

In a March 27, 2015, Commercial Division decision by Justice Ramos, the court denied a motion by plaintiff NYC Dept. of Social Services to reargue defendant-trustee’s motion to dismiss for res judicata purposes. The case arose out of an underlying medical malpractice action involving the treatment of defendant’s son at New York Presbyterian Hospital. The… Continue Reading

Note to Plaintiff: Attacking Defendants’ Faith and Threatening Their Wives through Direct Contact Will Get You Sanctioned

Posted in Attorneys' Fees, Breach of Contract, Breach of Fiduciary Duty, New York, Ramos, Charles E.

In a December 8, 2014, Commercial Division decision by Justice Ramos, the court granted defendants’ motion for injunctive relief and sanctions against plaintiff corporation and its majority shareholder in an action alleging that defendants exploited plaintiff’s confidential and proprietary information in breach of their fiduciary duties and employment agreements. 

Workers’ Compensation Self-Insurance Trust States Claim Against Former Members for Unpaid Loss Adjustments

Posted in Albany, Breach of Contract, Fiduciary Duty, Healthcare, Motion to Dismiss, Platkin, Richard

In a December 5, 2014 Commercial Division decision by Justice Platkin, the court resolved the parties cross-motions to dismiss counterclaims and third-party complaints. The parties. Plaintiff NYASHA Services, Inc Self-Insurance Trust (“Trust”) was a trust formed pursuant to the Workers’ Compensation Law.  Its members were employers in the home healthcare industry.  In 1999, the Trust… Continue Reading

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, Demarest, Carolyn E., Fraud, 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… Continue Reading

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

Posted in Breach of Fiduciary Duty, Estoppel, Preliminary Injunction, Suffolk, Whelan, Thomas

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. 

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

Posted in Breach of Contract, Breach of Fiduciary Duty, DeStefano, Vito M., Estoppel, Fraud, Motion to Dismiss, Nassau, Unjust Enrichment

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”). 

Court Allows Majority of Claims Arising from Failure to Consummate $112 Million Real Estate Transaction to Continue

Posted in Arbitration, Bransten, Eileen, Breach of Contract, Breach of Fiduciary Duty, Conversion, CPLR 3211, Documentary Evidence, Estoppel, Fraud, Good faith and fair dealing, New York, Real estate

In a September 29, 2014 Commercial Division decision by Justice Bransten, the court allowed the majority of the plaintiff’s claims to proceed, finding them not barred by the documentary evidence submitted by the defendants.  The litigation arose from a significant real estate transaction, to purchase a tenants in common (“TIC”) interest in over 1,200,000 square… Continue Reading

Pension Fund Auditor May Have Had Duty to Investigate and Verify Fund’s Investments in Madoff-Related Entities

Posted in Accounting, Ambiguity, Breach of Contract, Breach of Fiduciary Duty, Erie, Estoppel, Fraud, Malpractice, Misrepresentation, Summary Judgment, Walker, Timothy J.

In an August 19, 2014, Erie County Commercial Division decision by Justice Walker, the court denied in part and granted in part defendant-accounting firm’s motion for summary judgment dismissing plaintiff-pension fund’s action for audit deficiencies and other misconduct.

Justice Demarest Dismisses Son’s Suit Against Mother for Alleged Misappropriation of Corporate Assets

Posted in Breach of Contract, Breach of Fiduciary Duty, Conversion, CPLR 3211, Demarest, Carolyn E., Derivative Actions, Fraud, Kings, Motion to Dismiss, Shareholder Dispute, Unjust Enrichment

In an October 14, 2014 Commercial Division decision by Justice Demarest, the court granted the defendant’s motion to dismiss the complaint. The action was commenced by the corporate plaintiff, Koryeo Intl. Corp. (“Koryeo”), and the individual plaintiff, Steve Hong (“Steve”), Koryeo’s current sole shareholder, officer and director against Steve’s mother, Kyung Ja Hong (“Kyung”), the… Continue Reading

Preliminary Injunction Relating to Buyout Agreement Denied where Board Adequately Remedied Initial Failure to Adequately Disclose All Relevant Information to Shareholders

Posted in Class Action, Fiduciary Duty, Pines, Emily, Preliminary Injunction, Shareholder Dispute, Suffolk

In a September 19, 2014 Commercial Division decision by Justice Pines, the court denied the plaintiff’s motion for a preliminary injunction with respect to a buyout agreement, under which the defendant Medical Action Industries, Inc. (“Medical Action”) sought to cash out the shareholders of Medical Action through a sale of its stock to the defendant… Continue Reading

Defendants’ Failure to Address Release in Opposition to Summary Judgment Cannot Support Motion to Reargue or Renew

Posted in Breach of Fiduciary Duty, Healthcare, Suffolk, Summary Judgment, Whelan, Thomas

In an August 15, 2014 Commercial Division decision by Justice Whelan, the court denied defendants’  motion for leave to reargue or for renewal of plaintiff’s prior motion for partial summary judgment.  Plaintiff alleged that the individual Defendant physicians, former employees of Plaintiff, established a pediatric medical practice that competed with plaintiff’s practice in violation of… Continue Reading

Partial Summary Judgment Granted, Dismissing 5 of 9 Investor Fraud Claims against MotherRock

Posted in Breach of Fiduciary Duty, Financial services, Fraud, Misrepresentation, Negligence, New York, Ramos, Charles E., Rescission, Summary Judgment

In a July 7, 2014 Commercial Division decision by Justice Ramos, the court granted in part and denied in part the defendants’ motion for summary judgment as to each of the plaintiffs’ causes of action. The plaintiffs sought to recover damages from losses allegedly suffered from their investments in the failed funds of the defendants,… Continue Reading