Ahrenberg v. Liotard-Vogt

2018 NY Slip Op 7181

Opinion

Ahrenberg v Liotard-Vogt (2018 NY Slip Op 07181)

Ahrenberg v Liotard-Vogt

2018 NY Slip Op 07181

Decided on October 25, 2018

Appellate Division, First Department

Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.

This opinion is uncorrected and subject to revision before publication in the Official Reports.

Decided on October 25, 2018
Friedman, J.P., Kapnick, Webber, Oing, Moulton, JJ.

7462 653687/15

[*1]Staffan Ahrenberg, et al., Plaintiffs-Appellants,

v

Patrick Liotard-Vogt, et al., Defendants, ASW Capital AG, Defendant-Respondent.

Pollack, Pollack, Isaac & DeCicco, New York (Michael H. Zhu of counsel), for appellants.

Pepper Hamilton, LLP, New York (Lindsay D. Breedlove of counsel), for respondent.

Order, Supreme Court, New York County (Anil C. Singh, J.), entered April 6, 2017, which, to the extent appealed from, denied plaintiffs' motion for leave to amend the complaint to assert claims against defendant ASW Capital for aiding and abetting fraud and breach of fiduciary duty, unanimously affirmed, with costs.

The motion court was correct in denying leave to amend since plaintiffs did not show that they could plead the "substantial assistance" element of a cause of action for aiding and abetting breach of fiduciary duty and fraud (see Stanfield Offshore Leveraged Assets, Ltd. v Metropolitan Life Ins. Co., 64 AD3d 472, 476 [1st Dept 2009], lv denied 13 NY3d 709 [2009]; Kaufman v Cohen, 307 AD2d 113, 125 [1st Dept 2003]). ASW Capital was not a party to and did not participate in the transactions that plaintiffs allege were improper, namely, the actual merger accomplished by ASW Media Consult Corporation and the valuation process in connection with the merger.

We have considered plaintiffs' remaining arguments and find them unavailing.

THIS CONSTITUTES THE DECISION AND ORDER

OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.

ENTERED: OCTOBER 25, 2018

CLERK