Liberty Events, LLC v. 175 Van Dyke LLC

2024 NY Slip Op 33485(U)
CourtNew York Supreme Court, New York County
DecidedSeptember 26, 2024
DocketIndex No. 651761/2024
StatusUnpublished

This text of 2024 NY Slip Op 33485(U) (Liberty Events, LLC v. 175 Van Dyke 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
Liberty Events, LLC v. 175 Van Dyke LLC, 2024 NY Slip Op 33485(U) (N.Y. Super. Ct. 2024).

Opinion

Liberty Events, LLC v 175 Van Dyke LLC 2024 NY Slip Op 33485(U) September 26, 2024 Supreme Court, New York County Docket Number: Index No. 651761/2024 Judge: Louis L. Nock 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. 651761/2024 NYSCEF DOC. NO. 82 RECEIVED NYSCEF: 09/30/2024

SUPREME COURT OF THE STATE OF NEW YORK NEW YORK COUNTY PRESENT: HON. LOUIS L. NOCK PART 38M Justice ---------------------------------------------------------------------------------X INDEX NO. 651761/2024 LIBERTY EVENTS, LLC, 04/09/2024, Plaintiff, MOTION DATE 06/07/2024

-v- MOTION SEQ. NO. 001 002

175 VAN DYKE LLC and GREGORY T. O CONNELL, DECISION + ORDER ON Defendants. MOTION

---------------------------------------------------------------------------------X

The following e-filed documents, listed by NYSCEF document numbers (Motion 001) 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, and 57 were read on this motion for INJUNCTION .

The following e-filed documents, listed by NYSCEF document numbers (Motion 002) 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71, 72, 73, 74, 75, 76, 77, 78, and 79 were read on this motion to DISMISS .

LOUIS L. NOCK, J.S.C.

This action arises out of plaintiff’s lease of certain property located at 175 Van Dyke

Street, Brooklyn, New York (the “premises”), in which it operates an event and catering

business. As set forth in further detail below, the lease provides for a profit-sharing mechanism

in lieu of fixed rent. Plaintiff seeks a preliminary injunction mandating that defendant Gregory

T. O’Connell divest himself of shares of a nonparty company that owns a wholesale distillery,

creating problems for the profit-sharing agreement herein, and to consolidate a Housing Court

action between the parties with this action (Mot. Seq. No. 001). Defendants cross-move for an

order of use and occupancy pendente lite. Plaintiff also moves to dismiss defendants’

counterclaims and affirmative defenses (Mot. Seq. No. 002). Motion sequence numbers 001 and

002 are consolidated for disposition in accordance with the following memorandum decision.

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Background

Pursuant to the lease signed by plaintiff and the predecessor in interest of defendant 175

Van Dyke LLC (“Van Dyke”), nonparty Pier 41 Associates (“Pier 41”), plaintiff leased the

premises for a ten-year term beginning October 1, 2010, “for the operation of a catering, event,

banquet, cabaret, restaurant, and/or liquor license establishment . . . . [Plaintiff], at its own

expense, shall promptly apply for and with due diligence obtain any and all licenses and permits

from time to time required, and shall abide by any and all governmental rules and

regulations . . . .” (Lease, NYSCEF Doc. No. 6 ¶ 3.) In lieu of fixed rent and additional costs,

“[plaintiff] shall pay [landlord] a fifty percent (50%) share of any and all net profits” deriving

from plaintiff’s business (id., ¶ 5 [i]). To facilitate the profit-sharing, the liquor license for the

premises for much of the relevant time period for this case has listed plaintiff and Pier 41 as co-

licensees (expired license, NYSCEF Doc. No. 34).

There are two somewhat related inciting events behind the current dispute between the

parties. Firstly, in 2012, Pier 41 transferred its interest in the premises to Van Dyke, at which

time plaintiff began paying the landlord’s share of net profits as well as water and sewer charges

to Van Dyke rather than Pier 41 (O’Connell affirmation, NYSCEF Doc. No. 50, ¶¶ 10-11).

From this, defendants infer that plaintiff was aware of the change in ownership and should have

applied to the New York State Liquor Authority (“SLA”) to change the liquor license to reflect

the change in ownership (id., ¶ 20). Plaintiff contends that it remained unaware that Van Dyke

and Pier 41 were separate entities until 2020, when plaintiff sought to renew the lease and

O’Connell reminded them that Pier 41 was no longer the landlord for the property (id., ¶ 12;

renewal letter, NYSCEF Doc. No. 25; Dean reply affirmation, NYSCEF Doc. No. 55, ¶¶ 6-7).

651761/2024 LIBERTY EVENTS, LLC vs. 175 VAN DYKE LLC ET AL Page 2 of 15 Motion No. 001 002

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Secondly, in 2023, nonparty Western New York Energy, LLC (“WNY”), in which

defendant O’Connell has held a .2431148% non-controlling, non-voting, membership interest

since 2013, obtained a manufacturer’s (distillery) license from the SLA (O’Connell affirmation,

NYSCEF Doc. No. 50, ¶ 18). As all parties agree, this creates what is known as a “Tied House”

violation, as the Alcoholic Beverage Control (“ABC”) Law prevents the holder of a retail liquor

license from also having an interest in a manufacturer’s or wholesaler’s license, and vice versa

(ABC Law §§ 101, 106).

Since March 2023, plaintiff has not disbursed any net profit share, initially due to a

dispute regarding accounting of certain losses, and then subsequently due to the Tied House

violation. The parties differ as to the solution to this impasse. Plaintiff asserts that O’Connell

should be required to divest himself of his interest in WNY to avoid interfering with the profit

sharing mechanism, while defendants prefer to renegotiate the lease to a fixed monthly rental

payment.

Plaintiff commenced this action in April 2024, in conjunction with an order to show

cause requiring O’Connell to divest himself of his interest in WNY and to consolidate a

nonpayment proceeding in Housing Court brought by Van Dyke with this action. The complaint

alleges causes of action for specific performance and permanent injunction against Van Dyke,

and permanent injunction against O’Connell. While plaintiff is somewhat vague as to the

specifics of its proposed relief, from the allegations of the complaint, read broadly, it is clear that

the primary relief sought is to compel O’Connell to divest himself of his interest in WNY.

Defendants assert four counterclaims against plaintiff: breach of contract for failure to comply

with various regulations and statutes regarding the liquor license, breach of contract for failure to

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pay rent, a declaratory judgment regarding use and occupancy, and an accounting. Plaintiff now

moves to dismiss the counterclaims, as well as defendants’ affirmative defenses.

Standards of Review

“A preliminary injunction may be granted in any action where it appears that the

defendant threatens or is about to do, or is doing or procuring or suffering to be done, an act in

violation of the plaintiff's rights respecting the subject of the action, and tending to render the

judgment ineffectual” (CPLR 6301). Preliminary injunctions “should be issued cautiously and in

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Bluebook (online)
2024 NY Slip Op 33485(U), Counsel Stack Legal Research, https://law.counselstack.com/opinion/liberty-events-llc-v-175-van-dyke-llc-nysupctnewyork-2024.