SL Globetrotter L.P. v. Suvretta Capital Mgt., LLC

SL Globetrotter L.P. v Suvretta Capital Mgt., LLC (2021 NY Slip Op 06111)

SL Globetrotter L.P. v Suvretta Capital Mgt., LLC

2021 NY Slip Op 06111

Decided on November 09, 2021

Appellate Division, First Department

Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.

This opinion is uncorrected and subject to revision before publication in the Official Reports.

Decided and Entered: November 09, 2021
Before: Manzanet-Daniels, J.P., Oing, Moulton, Scarpulla, JJ.
Index No. 652769/20 Appeal No. 14579 Case No. 2021-01121

Gibson, Dunn & Crutcher LLP, New York (Christopher D. Belelieu of counsel), for appellants.

Williams & Connolly LLP, New York (Gerson A. Zweifach of counsel), for respondents.

Order, Supreme Court, New York County (O. Peter Sherwood, J.), entered February 26, 2021, which, to the extent appealed from as limited by the briefs, denied defendants' motion to dismiss the breach of contract causes of action, unanimously affirmed, without costs.

It is undisputed that the proxy statement reports of decreased actual revenues differed materially from the higher forward-looking revenue projections set forth in the prior investment presentation used to solicit defendants' investment. However, the documentary evidence does not demonstrate as a matter of law that this discrepancy constituted a failure by plaintiffs to comply with the subscription agreements' representation and warranty of material consistency between the investor presentation and subsequent proxies with respect to disclosures of "business and financial information," since it is not clear from the representation and warranty that "business and financial information" includes forward-looking revenue projections or other statements of expectation.

THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.

ENTERED: November 9, 2021