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Posts Categorized: Fiduciary Duties

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 »

Posted: July 31, 2020

Accounting Claim Dismissed for Failure Adequately to Allege a Fiduciary Relationship

On July 16, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Karen’s Shipping, LLC v. West Side Foods, Inc., 2020 NY Slip Op. 32347(U), dismissing an accounting claim for failure adequately to allege a fiduciary relationship, explaining: To demonstrate entitlement to equitable accounting, a plaintiff must establish (i) the... Read more »

Posted: May 24, 2020

To State a Conspiracy to Breach Fiduciary Duty Claim, All Alleged Conspirators Must Owe Fiduciary Duties

On May 8, 2020, Justice Borrok of the New York County Commercial Division issued a decision in Sands Bros. Venture Capital II, LLC v. Metropolitan Paper Recycling, Inc., 2020 NY Slip Op. 50568(U), dismissing a claim for conspiracy to breach a fiduciary duty because not all the conspirators were alleged to have such duties, explaining:... Read more »

Posted: May 12, 2020

Breach of Fiduciary Duty Claims Timely Even Though Alleged Breach Merely Renewed Earlier, Time-Barred Breaches

On May 7, 2020, the First Department issued a decision in Ganzi v. Ganzi, 2020 NY Slip Op. 02740, holding that breach of fiduciary claims were timely even though the alleged breach merely renewed earlier, time-barred breaches, explaining: Breach of fiduciary duty is a tort claim that accrues when all the elements of the tort... Read more »

Posted: March 10, 2020

Fiduciary With Unfettered Discretion Cannot Exercise That Discretion in Bad Faith

On February 27, 2020, the First Department issued a decision in Shatz v. Chertok, 2020 NY Slip Op. 01383, holding that even a fiduciary with unfettered contractual discretion cannot exercise that discretion in bad faith, explaining: The motion court correctly declined to dismiss the breach of fiduciary duty cause of action. In Richbell Info. Servs.... Read more »

Posted: February 19, 2020

LLC’s Managing Members Owed Fiduciary Duties to Non-Managing Member

On January 3, 2020, Justice Scarpulla of the New York County Commercial Division issued a decision in Zunzurovski v. Bukefal LLC, 2020 NY Slip Op. 30264(U), holding that an LLC’s managing members had fiduciary duties to its non-managing member, explaining: To assert a claim for breach of fiduciary duty, a plaintiff must allege that (1)... Read more »