On April 2, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in Pozner v. Fox Broadcasting Co., 2018 NY Slip Op. 30581(U), holding that an executive did not breach his fiduciary duty to his employer by sexually harassing employees, explaining: Fox’s breach of fiduciary duty counterclaim, however, is not tenable…. Read more »
Blogs
Posts Categorized: Fiduciary Duties
Close Friendship Insufficient to Create Fiduciary Relationship
On March 29, 2018, the First Department issued a decision in Benzies v. Take-Two Interactive Software, Inc., 2018 NY Slip Op. 02242, holding that a close friendship was insufficient to create a fiduciary relationship, explaining: The breach of fiduciary duty claim is not viable because the complaint alleges only arm’s length business transactions and no… Read more »
Fiduciary Duty Claim Against Former Counsel Based on Conflict Timely Even Though Malpractice Claim Untimely
On December 28, 2017, the First Department issued a decision in Palmeri v. Willkie Farr & Gallagher LLP, 2017 NY Slip Op. 09252, holding that a breach of fiduciary duty claim against former counsel was timely based on a conflict even though the related malpractice claim was untimely, explaining: Plaintiff’s claim for legal malpractice, in… Read more »
Fiduciary Duty Claim Dismissed as Duplicative of Contract Claim
On November 2, 2017, the First Department issued a decision in Elmrock Opportunity Master Fund I, L.P. v. Citicorp North America, Inc., 2017 NY Slip Op. 07678, affirming the dismissal of breach of fiduciary claims as duplicative of breach of contract claims, explaining: As to Citicorp the fiduciary duty claim was correctly dismissed as duplicative… Read more »
Breach of Contract May be Breach of Fiduciary Duty, But Only for Professionals
On October 19, 2017, the First Department issued a decision in Panattoni Development Co., Inc. v. Scout Fund 1-A, LP, 2017 NY Slip Op. 07334, holding that a breach of contract may also be a breach of fiduciary duty, but only in the case of professionals, explaining: If New York law applies, Scout relies on… Read more »
LLC Does Not Owe Fiduciary Duties to its Members
On September 28, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in Brunetti v. Sergeev, 2017 NY Slip Op. 32054(U), dismissing breach of fiduciary duty claims against LLCs, explaining: The fiduciary duty claims asserted against Ginza 1, Ginza 2, and Ginza 3 are dismissed because an LLC does not owe… Read more »
First Department Reaffirms Indenture Trustee’s Fiduciary Duties
On August 1, 2017, the First Department issued a decision in Cece & Co. Ltd. v. U.S. Bank N.A., 2017 NY Slip Op. 05924, reaffirming that an indenture trustee cannot take advantage of trust beneficiaries for its own benefit, even if the indenture does not prohibit its actions. On the same day, the First Department… Read more »
Attorney for 50% Shareholder Had No Fiduciary Duty to Other Shareholder
On June 7, 2017, the Second Department issued a decision in Gall v. Colon-Sylvain, 2017 NY Slip Op. 04424, holding that the attorney for a 50% shareholder had no fiduciary duty to the other shareholder, explaining: To recover damages for a breach of a fiduciary duty, a plaintiff must establish (1) the existence of a… Read more »
No Conspiracy to Breach Fiduciary Duty Claim When Underlying Tort Not Alleged
On March 29, 2017, Justice Oing of the New York County Commercial Division issued a decision in Siras Partners LLC v. Activity Kuafu Hudson Yards LLC, 2017 NY Slip Op. 50443(U), dismissing a civil conspiracy claim because the underlying tort was not alleged, explaining: While New York does not recognize an independent cause of action… Read more »
Collateral Manager Not Entitled to Expense Payments Greater Than Provided by Contract
On March 31, 2017, Justice Kornreich of the New York County Commercial Division issued a decision in Commonwealth Advisors, Inc. v Wells Fargo Bank, N.A., 2017 NY Slip Op. 30622(U), holding that the collateral manager of a CDO was not entitled to expense reimbursements greater than were provided in the agreements governing the CDO, explaining:… Read more »