Kara Investments, LLC v. 2170-2178 Broadway LLC

114 A.D.3d 433, 979 N.Y.S.2d 529

• Court: Appellate Division of the Supreme Court of the State of New York
• Decided: February 4, 2014
• Status: Published

Opinion

Order, Supreme Court, New York County (Barbara R. Kapnick, J.), entered January 23, 2013, which granted defendants’ motion for summary judgment dismissing the complaint, unanimously affirmed, with costs.

In the agreement governing plaintiffs’ sale of their interest in an entity that owned certain hotels to defendants, the co-owners of the entity, plaintiffs released defendants from “any and all claims” “known and unknown.” That language bars this action for fraud arising from the alleged intentional misrepresentation of the value of the entity and the interest (Centro Empresarial Cempresa S.A. v América Móvil, S.A.B. de C.V., 17 NY3d 269 [2011]). That defendants arguably are fiduciaries of plaintiffs does not invalidate the release, since they negotiated across the table from plaintiffs, who are sophisticated parties represented by counsel (see id. at 278). Concur — Tom, J.P., Friedman, DeGrasse, Feinman and Gische, JJ.