Astraea NYNY LLC v. Ganley

Opinion

Astraea NYNY LLC v Ganley

2026 NY Slip Op 05143

August 27, 2026

Appellate Division, First Department

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

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

Astraea NYNY LLC, Plaintiff-Respondent,

v

Declan Ganley, Defendant-Appellant.

Decided and Entered: August 27, 2026

Index No. 650082/21|Appeal No. 6380|Case No. 2025-00477|

Before: Moulton, J.P., Scarpulla, Shulman, Rodriguez, Michael, JJ.

Pollack, Pollack, Isaac & DeCicco LLP, New York (Jack W. Lockwood II of counsel), for appellant.

Tarter Krinsky & Drogin LLP, New York (Richard C. Schoenstein of counsel), for respondent.

[*1]

Order, Supreme Court, New York County (Jennifer G. Schecter, J.), entered on or about January 14, 2025, which granted plaintiff's motion for, among other things, an antisuit injunction enjoining defendant from maintaining an action filed in Delaware Superior Court to the extent of directing defendant to discontinue the Delaware Superior Court action, unanimously reversed, on the law, without costs, the motion denied, and the injunction vacated.

This action arises from 2017-2018 loan agreements between defendant and nonparty Worth Capital Holdings 36 LLC. Pursuant to the loan agreements, defendant received a loan from Worth Capital secured by defendant's shares of Rivada. The loan was also guaranteed by nonparty David Shuman, plaintiff's principal. The loan agreements contained a forum selection provision that required the parties to litigate issues arising under the loan agreements in New York. Defendant defaulted on the Worth Capital loan, and Worth Capital foreclosed on the Rivada shares held as collateral, allegedly purchasing them at foreclosure for an unreasonably small sum.

In a separate Delaware action that is the subject of this motion for an antisuit injunction, defendant alleges that he and Shuman entered into a June 2020 agreement to resolve a federal lawsuit that Worth Capital brought against Shuman to recover on his guarantee of the Worth Capital loan. Pursuant to this alleged agreement, in 2020 defendant and Shuman found two outside investors who were willing to repay the remaining debt owed to Worth Capital. Defendant alleges that Shuman was to use the investors' money to settle the Worth Capital federal action and repurchase the foreclosed Rivada shares. Then, Shuman was allegedly to repay the two investors with a portion of the Rivada shares, transfer the remaining shares to defendant, and receive a small portion of the Rivada shares as a gift.

The Worth Capital federal lawsuit settled but Shuman did not return any Rivada shares to defendant. As part of the settlement, Worth Capital assigned its rights to recover the remaining amount due under the 2017-2018 loan to Shuman, who then assigned the rights to plaintiff in this action.

Plaintiff commenced this breach of contract action in January 2021, asserting its assigned rights to repayment of the 2017-2018 Worth Capital loan. Plaintiff later obtained a default judgment against defendant. Defendant moved to vacate his default, arguing that he was not properly served and that he was defrauded by Shuman to enter into an agreement after Worth Capital declared defendant in default.

[*2]

Supreme Court denied defendant's motion to vacate the default, finding that defendant was properly served. As to the fraud concerning the alleged 2020 agreement with the outside investors, the court held that the issue of whether defendant was subsequently defrauded was not relevant to whether he was bound by the 2017-2018 loan agreement with Worth Capital. In a previous appeal, this Court affirmed Supreme Court's order denying defendant's motion to vacate (see Astraea NYNY LLC v Ganley, 214 AD3d 528, 528-529 [1st Dept 2023]). Thus, defendant has not litigated his claims concerning whether Shuman breached the alleged 2020 agreement.

In December 2024, defendant filed a plenary action against plaintiff and Shuman in Delaware Superior Court pertaining to the alleged June 2020 transaction. In the complaint in the Delaware action, defendant asserts five causes of action connected to the alleged 2020 agreement: (1) breach of contract for Shuman's failure to return Rivada shares; (2) fraud as against Shuman and plaintiff; (3) tortious interference with contract, as plaintiff allegedly knew about the agreement between Shuman and defendant but committed an intentional act to interfere with the agreement; (4) civil conspiracy, as Shuman, plaintiff, and Worth Capital conspired to induce defendant into entering the 2020 agreement; and (5) unjust enrichment, as Shuman and plaintiff wrongfully retained defendant's Rivada shares. Defendant seeks, as relief, compensatory damages "in the tens of millions of dollars" and punitive damages. Plaintiff then moved for an antisuit injunction in this action to enjoin defendant from maintaining or continuing the Delaware action against plaintiff or Shuman, and the motion was granted by Supreme Court.

Supreme Court improvidently exercised its discretion when it granted plaintiff's motion for an antisuit injunction (cf. Lee v Grimblat, 234 AD3d 491, 491 [1st Dept 2025], lv denied 42 NY3d 912 [2025]). The court's power to issue an antisuit injunction is "rarely and sparingly employed . . . . Accordingly, an injunction will be granted only if there is danger of fraud or gross wrong being perpetrated on the foreign court" (Arpels v Arpels, 8 NY2d 339, 341 [1960]; see George Hyman Constr. Co. v Precision Walls, of Raleigh, 132 AD2d 523, 526 [2d Dept 1987]). Plaintiff has not made that required showing.

[*3]

The Delaware complaint does not constitute an improper collateral attack on the affirmed judgment in this action because the causes of action and the nature of relief sought in the Delaware action are based on a different alleged agreement and are distinguishable from the cause of action and relief obtained in this action. The causes of action in the Delaware action do not seek to challenge the validity of the 2017-2018 loan agreements or plaintiff's right to recover the default judgment. Instead, the Delaware action concerns an alleged separate and subsequent 2020 agreement between defendant, Shuman, and two outside investors to settle the Worth Capital federal lawsuit. Thus, even if defendant prevails in the Delaware action, that result would not undo his obligation to satisfy the judgment in this action.

To be sure, several allegations in the Delaware complaint appear to attack the New York judgment. For example, defendant alleges that Supreme Court's relief was obtained "by trickery and deceit," that the judgment was "wrongfully-obtained," and that this "lawsuit did not accurately provide the New York state court with a full accounting of the underlying facts." Defendant also alleges that he already paid Shuman back any money owed to him and that defendant was "not served with the New York lawsuit." Some of these allegations are misleading and others are simply inaccurate. Nevertheless, these erroneous, overwrought allegations are extraneous to the essential elements of defendant's claims concerning the alleged 2020 agreement.

To the extent plaintiff argues that orders in this action have a preclusive effect on any of the issues in the Delaware action, the Delaware court can make that determination and is entrusted with giving full faith and credit to the judgment in this action (see Chayes v Chayes, 180 AD2d 566, 567 [1st Dept 1992]; see also 10 Del. C. § 4781—4782; Alberta Sec. Commn. v Ryckman, 2015 WL 2265473, *3, *7, 2015 Del Super LEXIS 237, *2, *7 [Del Super Ct, New Castle County, May 5, 2015, No. N13J - 02847]). In addition, whether or not the forum selection clause in the 2017-2018 agreements applies to the Delaware action is a question the Delaware court should determine.

We have considered plaintiff's remaining contentions and find them unavailing.

THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.

ENTERED: August 27, 2026