Cline v. Grodin

Cline v Grodin (2024 NY Slip Op 02586)

Cline v Grodin

2024 NY Slip Op 02586

Decided on May 09, 2024

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: May 09, 2024
Before: Kern, J.P., Oing, Kennedy, Scarpulla, Pitt-Burke, JJ.
Index No. 654095/22 Appeal No. 2234 Case No. 2023-05525

Kaiser Saurborn & Mair, P.C., New York (David N. Mair of counsel), for appellant.

Zukerman, Gore, Brandeis & Crossman, LLP, New York (Edward L. Powers of counsel), for respondents.

Order, Supreme Court, New York County (Jennifer G. Schecter, J.), entered May 31, 2023, which, insofar as appealed from as limited by the briefs, granted, for reasons stated on the record on May 23, 2023, defendants' motion to dismiss the second and third causes of action, unanimously affirmed, with costs.

The court properly dismissed the second cause of action for breach of a written limited partnership agreement and the third cause of action for breach of fiduciary duty. These causes of action are based entirely on plaintiff's allegations that the amended limited partnership agreement prohibited the individual defendants from being hired by defendant general partner to manage the day-to-day operations of the limited partnership, and from getting paid out of the limited partnership's proceeds. However, by its plain terms, the amended limited partnership agreement permitted the general partner to contract for services with the limited partners, and thus the court properly dismissed the claims (see e.g. Picone/WDF, JV v City of New York, 193 AD3d 433, 434 [1st Dept 2021]; Alden Global Value Recovery Master Fund, L.P. v KeyBank N.A., 159 AD3d 618, 625-626 [1st Dept 2018]). THIS CONSTITUTES THE DECISION AND ORDER

OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.

ENTERED: May 9, 2024