Vitro S.A.B. de C.V. v. Aurelius Capital Management, L.P.

Appellate Division of the Supreme Court of New York

Vitro S.A.B. de C.V. v. Aurelius Capital Management, L.P.

99 A.D.3d 564, 952 N.Y.2d 531

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

DecidedOctober 16, 2012

StatusPublished

This text of 99 A.D.3d 564 (Vitro S.A.B. de C.V. v. Aurelius Capital Management, L.P.) 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

Vitro S.A.B. de C.V. v. Aurelius Capital Management, L.P., 99 A.D.3d 564, 952 N.Y.2d 531 (N.Y. Ct. App. 2012).

Pincite

Opinion

Plaintiff, a bankrupt glass manufacturer based in Mexico, seeks to hold defendants liable for damages allegedly incurred in connection with statements published in a press release issued in advance of plaintiffs public launch of a proposed reorganization plan. The motion court properly dismissed the breach of contract claim against the non-signatory defendants because in the absence of a contract, there could be no breach (see Pevensey Press v Prentice-Hall, Inc., 161 AD2d 500, 501 [1st Dept 1990]). Plaintiff also failed to state a claim for breach of contract against the sole signatory defendant, Lord, Abbett & [565]*565Co., LLC, as the press release merely evaluated plaintiffs proposed plan, a permitted use of confidential material, and did not disclose any specific confidential terms. Moreover, this expression of opinion is constitutionally protected and cannot serve as the basis for plaintiffs injurious falsehood claim (see Kidd v Epstein, 79 AD3d 650 [1st Dept 2010]).

In the absence of any tortious conduct, the element of “wrongful means,” necessary to support a claim for tortious interference with prospective economic advantage, is lacking (see NBT Bancorp v Fleet/Norstar Fin. Group, 87 NY2d 614 [1996]; Guard-Life Corp. v Parker Hardware Mfg. Corp., 50 NY2d 183 [1980]). Plaintiff also failed to establish malice as the sole motive for defendants’ actions. As creditors, defendants have a clear economic interest in this matter, separate from any possible malicious motive (see Advanced Global Tech., LLC v Sirius Satellite Radio, Inc., 44 AD3d 317 [1st Dept 2007]).

We have considered plaintiffs remaining arguments and find them unavailing. Concur — Tom, J.P., Mazzarelli, Andrias, DeGrasse and Román, JJ.

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Plaintiff, a bankrupt glass manufacturer based in Mexico, seeks to hold defendants liable for damages allegedly incurred in connection with statements published in a press release issued in advance of plaintiffs public launch of a proposed reorganization plan. The motion court properly dismissed the breach of contract claim against the non-signatory defendants because in the absence of a contract, there could be no breach (see Pevensey Press v Prentice-Hall, Inc., 161 AD2d 500, 501 [1st Dept 1990]). Plaintiff also failed to state a claim for breach of contract against the sole signatory defendant, Lord, Abbett & [565]*565Co., LLC, as the press release merely evaluated plaintiffs proposed plan, a permitted use of confidential material, and did not disclose any specific confidential terms. Moreover, this expression of opinion is constitutionally protected and cannot serve as the basis for plaintiffs injurious falsehood claim (see Kidd v Epstein, 79 AD3d 650 [1st Dept 2010]).

In the absence of any tortious conduct, the element of “wrongful means,” necessary to support a claim for tortious interference with prospective economic advantage, is lacking (see NBT Bancorp v Fleet/Norstar Fin. Group, 87 NY2d 614 [1996]; Guard-Life Corp. v Parker Hardware Mfg. Corp., 50 NY2d 183 [1980]). Plaintiff also failed to establish malice as the sole motive for defendants’ actions. As creditors, defendants have a clear economic interest in this matter, separate from any possible malicious motive (see Advanced Global Tech., LLC v Sirius Satellite Radio, Inc., 44 AD3d 317 [1st Dept 2007]).

We have considered plaintiffs remaining arguments and find them unavailing. Concur — Tom, J.P., Mazzarelli, Andrias, DeGrasse and Román, JJ.

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Bluebook (online)

99 A.D.3d 564, 952 N.Y.2d 531, Counsel Stack Legal Research, https://law.counselstack.com/opinion/vitro-sab-de-cv-v-aurelius-capital-management-lp-nyappdiv-2012.

Opinion

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