Posts Categorized: Successor and Derivative Liability

Posted: December 26, 2019

Court Analyzes Successor Liability Under the De Facto Merger Doctrine

On December 13, 2019, Justice Emerson of the Suffolk County Commercial Division issued a decision in Marcum LLP v. Fazio, Mannuzza, Roche, Tankel, Lapilusa, LLC, 2019 NY Slip Op. 52010(U), analyzing successor liability under the de facto merger doctrine: The plaintiff seeks leave to amend the complaint to add PKF O’Connor Davies, LLP, f/k/a O’Connor... Read more »

Posted: December 10, 2018

Doctrine of Respondeat Superior Imposes Liability on Employer, Not Supervisor

On November 28, 2018, Justice Bransten of the New York County Commercial Division issued a decision in Domus Arbiter Realty Corp. v. Bayrock Group LLC, 2018 NY Slip Op. 33021(U), holding that the doctrine of respondeat superior imposes liability on the employer, not the supervisor, explaining: Plaintiff has alleged, however, an alternative theory that Defendant McGorty... Read more »

Posted: May 24, 2017

Questions of Fact Preclude Summary Judgment on De Facto Merger Successor Liability Claims

On May 16, 2017, the First Department issued a decision in Ambac Assurance Corp. v. Countrywide Home Loans, Inc., 2017 NY Slip Op. 03886, holding that questions of fact precluded summary judgment on de facto merger successor liability claims, explaining: Ambac, the insurer of a number of residential mortgage-backed securitizations originated by the Countrywide defendants... Read more »

Posted: September 19, 2015

Successor Liability Adequately Alleged Under De Facto Merger Doctrine

On August 5, 2015, Justice Kitzes of the Queens County Commercial Division issued a decision in Logan Bus Co., Inc. v. Auerbach, 2015 NY Slip Op. 31766(U), upholding a claim for successor liability. In Logan Bus Co., one the defendants moved to dismiss the complaint on the ground that the plaintiff sought to hold the... Read more »

Posted: December 17, 2014

Court of Appeals Grants Leave To Appeal In Case Involving Guarantor’s Liability When Amount Due Under a Note Is Modified By Agreement

On December 16, 2014, the Court of Appeals granted leave to appeal in PAF-PAR LLC v. Silberberg, 2014 NY Slip Op. 04049. In PAF-PAR LLC, the First Department, affirming the decision of New York County Commercial Division Justice Jeffrey K. Oing, held that a guarantor is not liable to guarantee the full amount of a... Read more »

Posted: December 7, 2013

First Department Applies De Facto Merger Doctrine in Reversing Grant of Motion to Dismiss

On November 14, 2013, the First Department issued a decision in ePlus Group Inc. v. SNR Denton LLP, 2013 N.Y. Slip Op. 07566, applying the de facto merger doctrine. ePlus Group arose “out of the alleged breach of a lease for IT equipment and services entered into by plaintiff and the now defunct law firm of Thacher... Read more »