LAIG v. Medanito S.A.

Appellate Division of the Supreme Court of New York

LAIG v. Medanito S.A.

139 A.D.3d 424, 29 N.Y.S.3d 166

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

DecidedMay 3, 2016

Docket1044 160103/14

StatusPublished

Cited by2 cases

This text of 139 A.D.3d 424 (LAIG v. Medanito S.A.) 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

LAIG v. Medanito S.A., 139 A.D.3d 424, 29 N.Y.S.3d 166 (N.Y. Ct. App. 2016).

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Opinion

Order, Supreme Court, New York County (Jeffrey K. Oing, J.), entered August 24, 2015, which granted defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously affirmed, with costs.

In this action alleging breach of a non-circumvention provision in the parties’ confidentiality agreement connected with an investment opportunity, plaintiff’s conclusory allegation that it remained ready, willing and able to close on the purchase of the investment business on the scheduled closing date was factually insufficient in light of unrefuted documentary evidence that plaintiff’s sources for the financing it required to make the purchase had abandoned the deal within 10 days of the scheduled closing (see Leon v Martinez, 84 NY2d 83 [1994]). The documentary evidence conclusively demonstrates that plaintiff has no cause of action for breach of the non-circumvention clause based on defendant’s unilateral purchase of the investment entity without first securing plaintiff’s formal decision as to whether or not it would participate, and, by reasonable inference, meet its purchase obligation at the impending closing.

We have considered plaintiff’s remaining arguments and find them unavailing.

Concur — Mazzarelli, J.P., Friedman, Andrias, Moskowitz and Kahn, JJ.

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Order, Supreme Court, New York County (Jeffrey K. Oing, J.), entered August 24, 2015, which granted defendant’s motion to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7), unanimously affirmed, with costs.

In this action alleging breach of a non-circumvention provision in the parties’ confidentiality agreement connected with an investment opportunity, plaintiff’s conclusory allegation that it remained ready, willing and able to close on the purchase of the investment business on the scheduled closing date was factually insufficient in light of unrefuted documentary evidence that plaintiff’s sources for the financing it required to make the purchase had abandoned the deal within 10 days of the scheduled closing (see Leon v Martinez, 84 NY2d 83 [1994]). The documentary evidence conclusively demonstrates that plaintiff has no cause of action for breach of the non-circumvention clause based on defendant’s unilateral purchase of the investment entity without first securing plaintiff’s formal decision as to whether or not it would participate, and, by reasonable inference, meet its purchase obligation at the impending closing.

We have considered plaintiff’s remaining arguments and find them unavailing.

Concur — Mazzarelli, J.P., Friedman, Andrias, Moskowitz and Kahn, JJ.

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Bluebook (online)

139 A.D.3d 424, 29 N.Y.S.3d 166, Counsel Stack Legal Research, https://law.counselstack.com/opinion/laig-v-medanito-sa-nyappdiv-2016.

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