Ceres v. Shearson Lehman Bros.

227 A.D.2d 222, 642 N.Y.S.2d 264, 1996 N.Y. App. Div. LEXIS 5183

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: May 14, 1996
• Status: Published

Opinion

Order, Supreme Court, New York County (Carol Arber, J.), entered February 28, 1995, which granted defendants’ motions to dismiss the complaint for failure to state a cause of action, unanimously affirmed, without costs.

Plaintiffs’ complaint and papers in opposition to the motions fail to indicate that the offering plan included actionable representations of fact and " 'definite positive projections that might require later correction’ ” on which plaintiffs relied to their detriment (San Leandro Emergency Med. Group Profit Sharing Plan v Philip Morris Cos., 75 F3d 801, 811). Leave to replead would not be appropriate, since there is no reason to believe that plaintiffs could correct the deficiencies of the pleading, it appearing that there is nothing to add as to alleged misrepresentations in any of the key documents and plaintiffs failing to suggest that there are any additional extrinsic facts that would somehow make the documents actionable.

We have considered plaintiffs’ remaining arguments and find them to be without merit. Concur — Wallach, J. P., Ross, Williams and Mazzarelli, JJ.