Matter of Digeser v. Flach, Index No. 2382-13 (Platkin, J.)

Valuation of Shares; Dissolution; Corporations

By: Steven Cuttonaro | Staff Writer

Petitioner commenced this action seeking to dissolve two business corporations, Gould Erectors & Rigging, Inc. (“Gould”), and Flach Crane and Rigging Co., Inc. (“Flach”) pursuant to Business Corporation Law § 1104-a. Continue reading

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Culligan Soft Water Co. v. Clayton Dubilier & Rice, LLC, Index No. 651863/2012, 1/11/2017 (Oing, J.)

CPLR § 3102(c); Derivative Action

By: Madeline Collins | Senior Staff Writer

Plaintiffs, minority shareholders of nominal Defendant, Culligan Ltd. (“Culligan Limited”), bought this derivative action on behalf of that entity, a Bermuda company that does business in New York. Continue reading

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Moquinon, Ltd. v. Gliklad, Index No. 650366/2017, 4/6/2017 (Singh, J.)

Attachment in Aid of Arbitration; Promissory Note; CPLR 7502(c); Preliminary Injunction

By: Brandon Dorman | Staff Writer

Respondent, Gliklad, and Michael Cherney executed a promissory note worth $270 million (“Note”) in Russia. Respondent later moved to enforce the Note in New York Supreme Court. Continue reading

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Optimal Strategic U.S. Equity Ltd. v. SPV OSUS Ltd., Index No. 653693/2014, 03/06/17 (Scarpulla, J.)

Assignment of Contract Rights; Third-Party Claims; Integration; Summary Judgment

By: Christine A. Kowlessar | Staff Writer

Plaintiff, a trading company, invested all its assets with a corporation that later collapsed. In its liquidation settlement with the corporation’s trustee, Plaintiff’s claim against the corporation was permitted to remain at a reduced amount (“Allowed Claim”). Continue reading

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Sybron Can. Holdings, Inc. v. Niznick, Index No. 650908/14, 03/03/2017 (Ostrager, J.)

Buyout Provisions; Cause Call Options; Breach of Contract; Fiduciary Duties

By: Kayla Kuzniewski | Staff Writer

Plaintiff purchased a majority interest in Defendant’s dental business. Plaintiff bought Defendant out after learning Defendant manipulated Plaintiff and its employees to ensure that he maintained full control of the company. Continue reading

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Progresso Ventures, LLC v. Mazzola, Index No. 652730/2015, 3/15/2017 (Ramos, J)

Partial Summary Judgment; CPLR 3212; Guarantee Agreement; Breach of Guarantees; Default of Obligation; Reinvestment

By: Christina Falco | Staff Writer

Defendants executed a Note Purchase Agreement (“Note Agreement”). Prior to execution, Mazzola, DiSanluciano, and Barkow (collectively, the Guarantors) each executed a Personal Guarantee Agreement to ensure that all obligations under the Note Agreement would be performed. Continue reading

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Louis Morizio v. Adirondack Research & Mgmt., Inc., Index No. 3005-12, 2/17/2017 (Platkin, J.)

Dilution; Voting Rights; Fiduciary Duty; Leave to Amend; Petition; Dissolution; Renew; Cross Motion; Leave to Discontinue

By: George Beck | Staff Writer

In a prior matter, Plaintiff shareholder sought dissolution of Defendant’s corporation under BCL 1104(a), alleging breach of contract, breach of fiduciary duty, and unjust enrichment. Continue reading

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Financial Guar. Ins. Co. v. Morgan Stanley ABS Capital I Inc., Index No. 652914/2014, 01/23/2017 (Friedman, J.)

Motion to Dismiss; Fraud; Breach of Contract; RMBS monoline insurance litigation

By: Richie DeMarco | Staff Writer

Plaintiff issued an insurance policy guaranteeing payments on certain certificates in a residential mortgage-backed securitization (“RMBS”) transaction (“Transaction”). Continue reading

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Nandlal v. Al-Pros Constr., Inc., Index No. 16256/12, 4/7/17 (Dufficy, J.)

Breach of Contract; Unjust Enrichment; Alter-Ego Liability

By: Gregory Brown, Jr. | Executive Publications Editor

Plaintiffs entered into a contract with Defendant, a construction company, for the renovation of Plaintiff’s home. Continue reading

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Ambac Assur. Corp. v. Countrywide Home Loans, Inc., Index No 653979/14, 12/19/2016 (Friedman, J.)

Fraud; Fraud Inducement; Justifiable Reliance; Damages

By: Taylor E. Anderson | Staff Writer

Plaintiff insured eight residential mortgage-backed securities (“RMBS”) transactions (“the Transactions”). Defendant and its subsidiaries supplied all or most of the loans for the transactions and was the underwriter for one of the transactions. Continue reading

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