Pfanner v. Anderson

Pfanner v Anderson 2024 NY Slip Op 32575(U) July 25, 2024 Supreme Court, Kings County Docket Number: Index No. 509781/2024 Judge: Leon Ruchelsman 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.

FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 126 RECEIVED NYSCEF: 07/25/2024

SUPREME: COURT OF Tl{E ST-ATE OF NEW YORK COUNTY OF KINGS : CIVIL TERM: COMMERCIAL 8 --------- . -- ..- .- .... ---- .-. -- ,---·. --.-. ·-- ·.. --x.

ANDREAS PFANNER, ·poK MJLL, LLC, 9-ri_d POKl-::3 GRAND LLC, Plaintiff, DeciSicirr and order ~ agai'irst - !n.dex No. 50._97.81 /2024 ERIC GUSTAVE· ANDERSON,. -ORBAN GREEN E.QUITI-ES, LLC, POK MILL HOUSING DEVELOJ?MENT FUND CORPORATION; POK 325 MAIN LLC,-WALLAC.E CAMPUS MANAGER LLC, Deferidarits·, --· . ------------- ___ _. - ·- ... - .--·. ·---------x PRESE&T: HON. LEON RUCHtLS~~~ Motio.n Seq. #5

The defendant Urban Green Equities LLC [hereinafter 'Urba_n'] has moved, essentially., see.king to stri.ke the causes o"f action filed hy Pok Mill LLC and Pokl-3 Grand LLt on the grounds the plaintiff Ffanner and Pfanner' s counsel have no authority to pursue any c:laims on t_heir behalf·. The plai-rrtiffs oppos-_e the moti0_n.

Papers were submitted by the p9rtie.s afte+ reviewing all tn.e arguments this court now makes the following deterfuin~tio n.

According to. the ·i::lmended compla:i"nt the plaintiff Ano.reas P.fanner and the defendant Eric Gu.stave Anderson entered into a joint venture to purchase. and operate real e,s.tate b,olclings_ t.bget.h.1:::r. Speci.fically , the amepded complaint asse:rts an erit.ity calle_d Pok Mill LLC of which Pfanner is a: m_ember owns property located at Jo.2·.-3-4·-306 Mill St.r~_et, Poughk~epsi.e , Ne·w York.. The only claim regard~ng this property concerns ah ~ase~ent which has already been dismissed. Further., the amended comp·laint asserts an en.t.ity .caLLed .Pok 1~3 Grand LLC of which p:fanner is a· membecr owns

The defendant Urban has now moved seeking to strike all claaims brought by these two entities on the grounds Pfanner has ho authority to pursue claims on their behalf; Indeed, both entities have submitted resolutions reiterating that Pfartner, a non ... managing member of the company, had no authority to pursue claims he believes the entities should pursue. The pl?intiff Pfanner has opposed the rrtotiori arguing those resolutions we:re not voted upon by Pf anner and are thus void.

Conclusions of Law The operating agreements of both entities contain the same language regarding the management of the entities. They both state that "rtlanagetnertt of the Company shall be vested in a Managing Member who shall man9 ge the Company in accordance with the Act.

The members hereby appoint Urban Green Equities, LLC as the iti'i tial Managing Member, Any Managing Member exercising such management powers or responsibilities shall be deemed to be a manager for purposes of applying the provisions of the Act, unless the context otherwise requires; and any such Member shall have and he subject to all of the duties and liabilities of a manager provided in the Act. The Members shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes

In this case, it is clear that Pfanner has no authority to institute lawsuits seeking direct claims ;0n behalf of the two entities. As a non-managing member I he has no right to assert management responsibilities and ass,ert such claims. Likewise, the resolutions, which all concern management duties, did not require Pfanner's participation. Indeed, Pfanner seeks to somehow alter his non-membership status to one of membership status. There is no mechanism whereby Pfanner can accomplish this by Commencing lawsuits on behalf -of the entities. This does not prevent Pfanner from pursuing his own individual claims or from seeking derivative cla,ims on behalf of th.e entities. However, as noted, t.here is no basis upon which Pfanner can. commence thes.e actions on behalf of the entities.

There fort:'!., based on the foregoing, the motion seeking to .3

The motion seeking sanctions is denied.

So ordered.

ENTER:

DATED: July 25, 2024 Brooklyn N.Y. Hon.

JSC