Posts Categorized: Fiduciary Duties

Posted: October 14, 2019

Faithless Servant Claim Requires Defendant to Have Acted Directly Against Employer’s Interests as in Embezzlement, Improperly Competing or Usurping Business Opportunities

On October 1, 2019, the First Department issued a decision in Bluebanana Group v. Sargent, 2019 NY Slip Op. 07014, holding that a faithless servant claim requires that the employee-defendant acted directly against the employer’s interests, explaining: Plaintiffs have failed to state a cognizable claim for breach of the duty of loyalty, which requires the... Read more »

Posted: September 26, 2019

Lender – Borrower Relationship Does Not Give Rise to Fiduciary Duty

On September 11, 2019, Justice Cohen of the New York County Commercial Division issued a decision in PDL Biopharma, Inc. v. Wohlstadter, 2019 NY Slip Op. 32693(U), holding that a lender – borrower relationship did not give rise to a fiduciary duty, explaining: Defendants’ third and fourth counterclaims for breach of fiduciary duty and tortious... Read more »

Posted: July 20, 2019

Shareholders Did Not Breach Duty to Company by Operating Competing Companies

On July 10, 2019, the Second Department issued a decision in Laffey v. Laffey, 2019 NY Slip Op. 05521, holding that shareholders did not breach a duty to their company by operating competing companies, explaining: Under the unusual circumstances presented, we agree with the Supreme Court’s determination dismissing Emmett’s counterclaim and cause of action alleging... Read more »

Posted: April 27, 2019

Conduct Amounting to Nothing More than Common Business Practice Cannot Be Basis for Aiding and Abetting Breach of Fiduciary Duty Claim

On April 4, 2019, Justice Scarpulla of the New York County Commercial Division issued a decision in Moyal v. Tripost Capital Partners, LLC, 2019 NY Slip Op. 30947(U), holding that conduct amounting to nothing more than a common business practice cannot serve as the basis for a claim of aiding and abetting a breach of fiduciary... Read more »

Posted: February 12, 2019

Conspiracy to Breach Fiduciary Duty Claim Properly Dismissed for Failure to Allege Facts Relating to Acts in Support of Conspiracy

On February 1, 2019, the Fourth Department issued a decision in Cohen & Lombardo, P.C. v. Connors, 2019 NY Slip Op. 00755, dismissing a conspiracy to breach a fiduciary duty claim for failure to allege facts relating to acts in support of the conspiracy, explaining: [T]he court properly granted that part of the motion dismissing each of... Read more »

Posted: January 11, 2019

Breach of Fiduciary Duty Claim Dismissed Under Business Judgment Rule

On December 26, 2018, Justice Bransten of the New York County Commercial Division issued a decision in IsZo Capital LLP. v. Bianco, 2018 NY Slip Op. 33384(U), dismissing a breach of fiduciary claim under the business judgment rule, explaining: Plaintiffs allege Defendant Bianco failed to consent to refinancing the 111 W. 57th Street project, resulting in... Read more »

Posted: November 26, 2018

Joint Venture’s Controlling Shareholder Liable for Aiding and Abetting Manager’s Breach of Fiduciary Duty

On October 22, 2018, Justice Ramos of the New York County Commercial Division issued a decision in U-Trend N.Y. Inv. L.P. v. US Suite LLC, 2018 NY Slip Op. 32894(U), holding the controlling shareholder of a joint venture liable for aiding and abetting a manager’s breach of fiduciary duty by failing to take action to... Read more »

Posted: October 14, 2018

Contractual Right to Take Actions Cannot Shield Fiduciary From Breach of Fiduciary Duty Claim if Fiduciary Acted in Bad Faith

On September 28, 2018, Justice Scarpulla of the New York County Commercial Division issued a decision in Yu v. Guard Hill Estates, LLC, 2018 NY Slip Op. 32466(U), holding that a contractual right to take certain actions cannot shield a fiduciary from a breach of fiduciary duty claim if the fiduciary acted in bad faith, explaining:... Read more »

Posted: August 1, 2018

Accounting Denied For Lack of Fiduciary or Confidential Relationship

On July 25, 2018, the Second Department issued a decision in Lake Overlook Partners, LLC v. Sosa, 2018 NY Slip Op. 05459, holding that a plaintiff was not entitled to an accounting where there was no fiduciary or confidential relationship, explaining: We also agree with the Supreme Court’s determination granting those branches of the defendant’s... Read more »