Blogs

Posts Categorized: Fiduciary Duties

Posted: May 10, 2021

Questions of Fact Preclude Dismissal of Claims Against Indenture Trustee, Rejecting Argument That its Duties Were Merely Ministerial

On April 20, 2021, the First Department issued a decision in Bankers Conseco Life Ins. Co. v. Wilmington Trust, N.A., 2021 NY Slip Op. 02355, holding that questions of fact precluded dismissal of claims against an indenture trustee, rejecting the argument that the trustee’s duties were merely ministerial, explaining: Wilmington moved to dismiss the complaint,... Read more »

Posted: March 29, 2021

Statute of Limitations for Breach of Fiduciary Duty Claim Based on Fraud is Six Years, Not Three

On March 25, 2021, the First Department issued a decision in Wimbledon Fin. Master Fund, Ltd. v. Hallac, 2021 NY Slip Op. 01881, holding that the statute of limitations for a breach of fiduciary duty claim based on fraud was six years, explaining: The first and second causes of action — for aiding and abetting... Read more »

Posted: December 28, 2020

Breach of Fiduciary Duty Claim Must Be Dismissed Where Duplicative of Breach of Contract Claim

On December 2, 2020, Justice Platkin of the Albany County Commercial Division issued a decision in Rockmore v. Plastic Surgery Assoc., LLP, 2020 NY Slip Op. 51461(U), dismissing a breach of fiduciary duty claim as duplicative of a breach of contract claim because it was based on the breach of contractual. In Rockmore, Defendants were... Read more »

Posted: December 20, 2020

Breach of Fiduciary Claim Dismissed as Duplicative of Contract Claim Because it Was Based on Breach of Duties Assigned by Contract

On December 2, 2020, Justice Platkin of the Albany County Commercial Division issued a decision in Rockmore v. Plastic Surgery Assoc., LLP, 2020 NY Slip Op. 51461(U), dismissing a breach of fiduciary duty claim as duplicative of a breach of contract claim because it was based on the breach of duties set by contract, explaining:... Read more »

Posted: December 16, 2020

Allegations That Directors Were Acquainted With Interested Party Insufficient Basis for Claim That They Were Not Disinterested

On December 03, 2020, the First Department issued a decision in Matter of Cadus Corp. Stockholders Litig., 2020 NY Slip Op. 07279, holding that the fact that directors were acquainted with an interested party was an insufficient basis for a claim that they were not independent, explaining: The motion court properly applied the business judgment... Read more »

Posted: November 3, 2020

Court Enforces Disclaimer of Fiduciary Duty

On October 20, 2020, the First Department issued a decision in La Scoula D’Italia Guglielmo Marconi v. Gates Capital Corp., 2020 NY Slip Op. 05859, enforcing a disclaimer of fiduciary duty, explaining: Here, the documents conclusively establish that defendants acted as placement agent to plaintiff and not, as plaintiff now contends, also as a financial... Read more »

Posted: October 8, 2020

Fiduciary Duty Claims Based on Joint Venture Fail Without Provision Providing for Sharing Losses as Well as Profits

On October 1, 2020, the First Department issued a decision in Shionogi Inc. v. Andrx Labs, LLC, 2020 NY Slip Op. 05308, holding that breach of fiduciary duty claims based on an alleged joint venture fail without allegations of an agreement to share losses as well as profits, explaining: Plaintiff failed to point to cognizable... Read more »