Integrated Urban Holdings, LLC v. Vornado Harlem Park LLC

Order, Supreme Court, New York County (Saliann Scarpulla, J.), entered January 30, 2015, which granted defendants’ motion to dismiss the amended complaint, unanimously affirmed, without costs.

The court properly dismissed plaintiffs’ breach of contract claim under Delaware law (see GMG Capital Invs., LLC v Athenian Venture Partners I, L.P, 36 A3d 776, 780 [Del 2012]). Plaintiffs were not entitled to a profit distribution under the parties’ unambiguous agreement after the property, that was the subject of the agreement, was sold for a loss, taking into account the developer defendants’ capital contributions to the company formed to acquire and sell the property. Contrary to plaintiffs’ argument, the amounts paid by the developer defendants to acquire the property were properly considered capital contributions under the plain meaning of the agreement.

We have considered plaintiffs’ remaining contentions and find them unavailing.