Fortinbras Enters. LP v. TigerRisk Partners LLC

2025 NY Slip Op 30010(U)
CourtNew York Supreme Court, New York County
DecidedJanuary 3, 2025
DocketIndex No. 651983/2024
StatusUnpublished

This text of 2025 NY Slip Op 30010(U) (Fortinbras Enters. LP v. TigerRisk Partners LLC) is published on Counsel Stack Legal Research, covering New York Supreme Court, New York County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Fortinbras Enters. LP v. TigerRisk Partners LLC, 2025 NY Slip Op 30010(U) (N.Y. Super. Ct. 2025).

Opinion

Fortinbras Enters. LP v TigerRisk Partners LLC 2025 NY Slip Op 30010(U) January 3, 2025 Supreme Court, New York County Docket Number: Index No. 651983/2024 Judge: Nancy M. Bannon Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication. INDEX NO. 651983/2024 NYSCEF DOC. NO. 42 RECEIVED NYSCEF: 01/03/2025

SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. NANCY M. BANNON PART 61M Justice ---------------------------------------------------------------------------------X INDEX NO. 651983/2024 FORTINBRAS ENTERPRISES LP, HT INVESTMENTS, LLC, SILVER ROCK TACTICAL ALLOCATION FUND LP, MOTION DATE 07/17/2024 SILVER ROCK CONTINGENT CREDIT FUND LP, MOTION SEQ. NO. 003 Plaintiffs,

-v- DECISION + ORDER ON TIGERRISK PARTNERS LLC, TIGERRISK CAPITAL STRATEGIES LLC, MOTION

Defendants. ---------------------------------------------------------------------------------X

The following e-filed documents, listed by NYSCEF document number (Motion 003) 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 32, 37 were read on this motion to/for DISMISS .

I. INTRODUCTION In this action arising from a loan (the “Financing Transaction”) to nonparty Lighthouse Management, LLC (“Lighthouse Management”), the defendants move, pre-answer, pursuant to CPLR 3211(a)(1) and (a)(7), to dismiss the complaint in its entirety. The plaintiffs oppose the motion. The motion is granted in part.

II. BACKGROUND The following facts, which are accepted as true for purposes of the instant motion, are drawn from the allegations of the complaint.

Nonparties Lawrence White and his son Patrick White controlled Lighthouse Management, the licensed managing general agent for now-liquidated insurance company and nonparty Lighthouse Property Insurance Corporation (LPIC). Lighthouse Management and LPIC, together with several other entities constituted the “Lighthouse Entities.”

In July 2021, the Louisiana Department of Insurance placed the Lighthouse Entities into court-supervised conservation. The sealed conservation proceeding required the Lighthouse Entities to improve risk-based capital metrics or face seizure and liquidation of their assets. The

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Lighthouse Entities faced further distress after August and September of 2021, when Hurricane Ida caused an increase in claims against LPIC insurance policies.

Defendant TigerRisk Capital Strategies LLC (n/k/a Howden Tiger Capital Markets & Advisory, LLC, herein “Capital Markets”), served as the exclusive investment placement agent for Lighthouse Management. The engagement agreement between Lighthouse Management and Capital Markets (the “Engagement Letter”), dated January 21, 2021, disclaimed the existence of a fiduciary relationship between Lighthouse Management and the defendants, stating that “nothing in this [Engagement Letter] … shall be deemed to create a fiduciary duty or fiduciary or agency relationship between [Capital Markets] and [Lighthouse Management]”.

On September 3, 2021, Capital Markets allegedly assisted with the production of an investment presentation, suggesting to Lighthouse Management that it “tweak” the presentation to show improved risk-based capital metrics. Later in September 2021, nonparties Jarad Madea and Tim Fox of Capital Markets contacted plaintiff Fortinbras Enterprises LP (“Fortinbras”), soliciting an investment in Lighthouse Management, knowing the Lighthouse Entities were subject to enhanced state supervision in the Louisiana conservation proceeding.

Plaintiffs HT Investments, LLC, Silver Rock Tactical Allocation Fund LP, and Silver Rock Contingent Credit Fund LP (“Lenders”) would step in to provide emergency capital. Fortinbras served as investment advisor to HT Investments, LLC. During the due diligence phase of the deal, Capital Markets was a conduit, relaying information from Lighthouse Management to Fortinbras. Defendant TigerRisk Partners LLC (“Partners”) provides reinsurance and risk management services for insurance companies. Partners supported Capital Markets in facilitating the financing transaction.

The due diligence process involved an evaluation of the Lighthouse Entities’ creditworthiness. The plaintiffs allege that Capital Markets did not disclose “the true regulatory standing of the Lighthouse Entities, despite specific requests by [p]laintiffs for any such information during due diligence.” The plaintiffs further allege Capital Markets and Partners knew the losses caused by Hurricane Ida would exceed the Lighthouse Entities’ $316 million maximum reinsurance coverage but represented the opposite to Fortinbras. On December 9, 2021, Lighthouse Management told Partners’ Kyle Menendez to “position $316 million” as the “Ida Ultimate” loss. On December 14, Menendez allegedly represented to Fortinbras that

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“Lighthouse Insurance Entities’ losses from Hurricane Ida claims could be closer to $275 million.”

On December 22, 2021, Lenders executed a Note Purchase Agreement, providing Lighthouse Management with $65 million (the “Financing Transaction”). The plaintiffs allege $19 million of the Financing Transaction proceeds were improperly transferred to nonparty One Florida Bank, which the Whites partially own. In February of 2022, Patrick White disclosed that projected losses from Hurricane Ida had been revised to at least $367 million. By March 2022, losses were projected to be $400 million. Over the course of 2022, the Lighthouse Entities were declared insolvent and liquidated. The plaintiffs acquired all rights in the assets of Lighthouse Management, including its claims and causes of action.

The plaintiffs commenced this action on April 17, 2024, alleging four causes of action against the defendants for: (1) aiding and abetting fraud, (2) negligent misrepresentation, (3) breach of fiduciary duty, and (4) unjust enrichment. The complaint seeks compensatory and punitive damages. The present motion ensued.

III. DISCUSSION Dismissal under CPLR 3211(a)(1) is warranted only when the documentary evidence submitted “resolves all factual issues as a matter of law, and conclusively disposes of the plaintiff’s claim.” Fortis Financial Services, LLC v Fimat Futures USA, 290 AD2d 383, 383 (1st Dept. 2002); see Amsterdam Hospitality Group, LLC v Marshall-Alan Assoc., Inc., 120 AD3d 431, 433 (1st Dept. 2014); Fontanetta v John Doe 1, 73 AD3d 78 (2nd Dept. 2010). A particular paper will qualify as “documentary evidence” only if it satisfies the following criteria: (1) it is “unambiguous”; (2) it is of “undisputed authenticity”; and (3) its contents are “essentially undeniable.” See VXI Lux Holdco S.A.R.L. v SIC Holdings, LLC, 171 AD3d 189 (1st Dept. 2019), quoting Fontanetta v John Doe 1, supra.

When assessing the adequacy of a pleading in the context of a motion to dismiss under CPLR 3211(a)(7), the court's role is "to determine whether [the] pleadings state a cause of action." 511 W. 232nd Owners Corp. v Jennifer Realty Co., 98 NY2d 144, 151-152 (2002).

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Bluebook (online)
2025 NY Slip Op 30010(U), Counsel Stack Legal Research, https://law.counselstack.com/opinion/fortinbras-enters-lp-v-tigerrisk-partners-llc-nysupctnewyork-2025.