The First Department enforced a sophisticated-party nonrecourse clause to dismiss tortious-interference claims arising from a disputed energy-company equity transaction.
The First Department reinstated a hedge-fund jury verdict, holding that overlapping facts and a theoretical risk of inconsistent findings did not justify retrying five rejected counterclaims.
The First Department vacated an antisuit injunction because a Delaware action over a later agreement did not threaten fraud or a gross wrong against the foreign court.
The First Department reinstated unfair-competition and idea-misappropriation claims alleging that a cofounder diverted a premium coworking concept, branding, designs, and hotel opportunities.
The First Department reverses summary judgment and reinstates a director’s claims, holding that his duty of candor in a transaction with D. Karnofsky, Inc. ran to the corporation alone—not to all other shareholders—where the corporate counterparty was an unconflicted officer.
The Appellate Division, First Department affirmed denial of dismissal of claims against a real estate LLC’s managing member personally for unpaid legal fees of approximately $650,000, finding the allegations of personal assurances, direct billing instructions, and a phantom entity sufficient to survive a motion to dismiss.
The First Department affirmed a $3 million summary judgment in lieu of complaint, holding that a Rescission and Settlement Agreement that defendants contractually designated as “an Agreement for the payment of money only” qualified for CPLR 3213 treatment and that a Delaware non-reliance clause barred defendants’ fraudulent inducement defense.
The First Department partially reversed denial of a motion to dismiss, holding that a managing member of a Delaware LLC that exercises its contractual right to force a sale of a defaulting member’s interest and set the sale price is not liable for breach of contract or fiduciary duty — but the LLC itself may be liable for improper deductions from the sale proceeds.
The Appellate Division, First Department, allows aiding-and-abetting fraud and breach of fiduciary duty claims to proceed against a biotech co-founder/CFO based on false PPM representations about board composition, audit committee, and auditor retention, while dismissing a redundant aiding-and-abetting breach of fiduciary duty claim against a defendant who was himself a primary fiduciary.
The Appellate Division, First Department, reverses and dismisses fraud claims by a former Socure shareholder, holding that broad releases he signed — as a sophisticated attorney who knowingly proceeded without full information — bar the claims as a matter of law and defeat reasonable reliance; defendants awarded attorneys’ fees.
The First Department unanimously affirmed dismissal of Michael Gross Diamonds Inc.’s claims after a Commercial Division bench trial, deferring to Justice Ostrager’s credibility determination that plaintiff’s principal was ‘unworthy of belief’ — a prior conversion judgment involving the same necklace and the same principal effectively foreclosed plaintiff’s memo-based claims.
First Department reinstates a consultant’s claims against a sports bar, holding that ABC Law § 126(1) — a malum prohibitum regulation — does not automatically void a profit-sharing consulting agreement under New York’s illegality doctrine absent evidence the contract required an illegal act to be performed.
First Department affirms summary judgment for business buyers, holding that an asset purchase agreement covering ‘leases of personal property and equipment’ did not assume the former tenant’s commercial real estate lease, which required an express assumption under New York contract interpretation principles.
First Department reverses leave to amend, holding that former Class B members of Delaware LLCs lack derivative standing after involuntary withdrawal, and that the fraud exception requires pleading specific facts showing the transaction was designed solely to strip derivative standing.
First Department reverses dismissal for lack of personal jurisdiction, holding that a foreign shipping company’s use of New York paying agents, depositories, and underwriters for preferred-stock dividends constitutes transacting business in New York under CPLR 302(a)(1).
The First Department reversed denial of a CPLR 3213 motion, holding that a promissory note’s subordination clause—which governed creditor priority but did not expressly bar suit—did not restrict the junior noteholder’s right to sue upon default.