Galapagos, S.A. v. Sundowner Alexandria, LLC

Appellate Division of the Supreme Court of New York

Galapagos, S.A. v. Sundowner Alexandria, LLC

74 A.D.3d 652, 905 N.Y.S.2d 152

CourtAppellate Division of the Supreme Court of the State of New York

DecidedJune 22, 2010

StatusPublished

Cited by6 cases

This text of 74 A.D.3d 652 (Galapagos, S.A. v. Sundowner Alexandria, LLC) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Galapagos, S.A. v. Sundowner Alexandria, LLC, 74 A.D.3d 652, 905 N.Y.S.2d 152 (N.Y. Ct. App. 2010).

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Opinion

Order, Supreme Court, New York County (Eileen Bransten, J.), entered January 12, 2010, which denied plaintiffs motion to amend its complaint to, inter alia, reassert previously dismissed causes of action for fraudulent inducement, negligent misrepresentation and tortious interference with contract and to reassert claims against previously dismissed parties, unanimously affirmed, with costs.

The proposed amendment was palpably insufficient as a matter of law (see Thompson v Cooper, 24 AD3d 203, 205 [2005]). The claim for fraudulent inducement lacked merit, as the purportedly new evidence did not support the claim that, at the time it entered into the subject agreements, Sundowner did not intend to comply with its obligations, and all of the tort claims [653]*653were merely duplicative, seeking the identical damages as the breach of contract claim (see Town House Stock LLC v Coby Hous. Corp., 36 AD3d 509 [2007]). In addition, the parties to the agreements dealt at arm’s length, so the close relationship required to support the negligent misrepresentation claim was lacking (see J.A.O. Acquisition Corp. v Stavitsky, 8 NY3d 144, 148 [2007]; Bostany v Trump Org. LLC, 73 AD8d 479 [2010]). Since the proposed claims against Sundowner were insufficient, they were also insufficient as to AerCap and Ryan, rendering it unnecessary to determine whether they and Sundowner had either an agency or alter ego relationship; we note, however, that the alter ego claim was unsupported (see Wing Wong Realty Corp. v Flintlock Constr. Servs., LLC, 71 AD3d 537 [2010]). It is also unnecessary to determine whether the claims were barred by the merger clauses.

We have considered plaintiff’s other contentions and find them unavailing. Concur—Tom, J.P., Mazzarelli, Sweeny, Freedman and Abdus-Salaam, JJ.

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Order, Supreme Court, New York County (Eileen Bransten, J.), entered January 12, 2010, which denied plaintiffs motion to amend its complaint to, inter alia, reassert previously dismissed causes of action for fraudulent inducement, negligent misrepresentation and tortious interference with contract and to reassert claims against previously dismissed parties, unanimously affirmed, with costs.

The proposed amendment was palpably insufficient as a matter of law (see Thompson v Cooper, 24 AD3d 203, 205 [2005]). The claim for fraudulent inducement lacked merit, as the purportedly new evidence did not support the claim that, at the time it entered into the subject agreements, Sundowner did not intend to comply with its obligations, and all of the tort claims [653]*653were merely duplicative, seeking the identical damages as the breach of contract claim (see Town House Stock LLC v Coby Hous. Corp., 36 AD3d 509 [2007]). In addition, the parties to the agreements dealt at arm’s length, so the close relationship required to support the negligent misrepresentation claim was lacking (see J.A.O. Acquisition Corp. v Stavitsky, 8 NY3d 144, 148 [2007]; Bostany v Trump Org. LLC, 73 AD8d 479 [2010]). Since the proposed claims against Sundowner were insufficient, they were also insufficient as to AerCap and Ryan, rendering it unnecessary to determine whether they and Sundowner had either an agency or alter ego relationship; we note, however, that the alter ego claim was unsupported (see Wing Wong Realty Corp. v Flintlock Constr. Servs., LLC, 71 AD3d 537 [2010]). It is also unnecessary to determine whether the claims were barred by the merger clauses.

We have considered plaintiff’s other contentions and find them unavailing. Concur—Tom, J.P., Mazzarelli, Sweeny, Freedman and Abdus-Salaam, JJ.

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Bluebook (online)

74 A.D.3d 652, 905 N.Y.S.2d 152, Counsel Stack Legal Research, https://law.counselstack.com/opinion/galapagos-sa-v-sundowner-alexandria-llc-nyappdiv-2010.

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