Pfanner v. Anderson

Pfanner v Anderson 2024 NY Slip Op 32574(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. 125 RECEIVED NYSCEF: 07/25/2024

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS : CIVIL TERM: COMMERCIAL 8 ----- - ----~------------ ---------------x ANDREAS PFANNER, POK MILL, LLC, and POKl-3 GRAND LLC, Plaintiff, Decision and order - against - Index No. 509781./2024 ERIC GUSTAVE ANDERSON, URBAN GREEN EQUITIES, LLC~ POK MILL HOUSING DEVELOPMENT FUND CORPORATION, POK 325 MAIN LLC, WALLACE CAMPUS MANAGER LLC, Defendants, July 23, 2024 -- . - . ,--- ... -- .- .. ----- .. --·-.- .. - .---·-- .--.. - .x PRESENT: HON. LEON RUCHELSMAN Motion Seq. #4

The defendant Wallace campus Manager LLC [hereinafter 'Wallace'] has moved pursuant to CPLR §3211 :seeking to dismiss the seventh, eight and ninth causes of action of the amended complaint.

The plaintiff has opposed the motion. Papers were submitted by the parties after reviewing all the arguments this court now makes the following determination.

According to the amended complaint the plaintiff Andreas Pfanner and the defendant Eric Gustave Anderson entered into a joint venture to purchase and operate real estate holdings including 325 Main Street Poughkeeps·ie, New York. On November 5, 2020 the property was purchased by defendant Wallace from defendant POK 325 Main LLC, an ~ntity the plaintiff claims he partly owns.

The amended complaint seeks to set aside that sale on the grounds .it ciccutred without the plaintiff'~ knowl~dg~ 6r consent. Thusr the .amended. complaint asserts cla..ims. to cancel an e~sement in favor of Wallace., to ~et a.side the. sale of the property to Wallace and

----------·············· [* 1] ····--···---------- 1--··-······· of ....··-········-····-·-·············-·····-·-·--········-·"'--··················~----------- FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024 for tortious interference with economic benefit regarding that property. Wallace has now moved seeking to dismiss the three causes of action oh the grounds they fail to allege any facts necessary to support the allegati·ons.

Coriclusions of Law It is well settled that upon a motion to dismiss the court Jnust determine, accepting the allegations of the complaint as true, whether the party can succeed upon any reasonable view of those facts (Perez v. Y & M Transportation Corporation, 219 AD3d 1449, 196 NYS3d 145 [2d bept., 2023]). Further, all the allegations in the complaint are deemed true and all reasonable ihfererices may be drawn iri favor of the plaintiff (Archival Inc. , v. 177 Realty Corp., 220 AD3d 909, 198 NYS2d 567 [2d Dept., 2023]). Whether the complaint will later survive a motion for summary judgment, or whether the plaintiff will ultimately be able to prove its claims, of course, plays no part in the determination of a pre-discovery CPLR §3211 motion to disrrii.ss (~, Lam v. Weiss, 21.9 .AD3d 713, 195 NYS3d 488 [Zd Dept.·, 2023]) .

Hercules Argyriou, a representative of Wallace submitted ah affidavit anq. asserts that FOK 325 Main LLC represented itself as the sole owner of the property and that defendant Ande:rs.on, who.

signed on behalf o.f th.e .corporate entity had the authority to execute. th,e contract. Thus, Wallace insists they a:re good faitp.

2.

2 of 6 [* 2] FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024 purchasers and the lawsuit as to them must be dismissed, The plaintiff presents numerous arguments why the sale to Wallace should be voided. First, that Wallace knew Pfanner was an owner of the corporate entity and should have known that Anderson did not have sole authority to enter intci the contract. Further, the plaintiff argues Wallace participated in the sale knowing of Pfanne.t' s interests and ignoring them to Anderson's benefit.

However, it is well settled that an "intended purchaser must be presumed to have investigated the title, and to have examined every deed or instrument properly recorded, and to have known every fact disclosed o:t to which an inquiry suggested by the record would have led" (Fairmont Funding Ltd., v. Stefansky, 301 AD2d 562, 754 NYS2d 54 [2d Dept., 2003].) • "If the purchaser fails to use due diligence in examining the title, he or she is chargeable, as a matter of law, with notice of the facts which a proper inquiry would have disclosed" (id) .

In this ·case there are no inquiries or investigations which Wallace should have undertaken. Wallace was presented with a contract and all t:he irtdicia o.f ownership on the pa.rt of POK 325 Main LLC and Anderson. There was no basis for Wallace to wonder and then inquire whether Anderson, in fact, had the authority to engage in the sale or to engag'e in further diligence (cf., Emigrant .Bank v. Drimmer, 171 A03d 1132, 99 NYS3d 79 [2d Dept., 2019]).

Thu_s ., the af.f i davit of Mr . Argyl'.: iou unmistakably de.mon.str ate. that Wallace had no k,nowleclge of Pfanner, l:)act no reason to have know];edg~ of Pfa.n.ner and did not fail to. exercise due diligence. by

3 of 6 [* 3] FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024 not making any further inquiries. Therefore, Wallace was a bona fide purchaser as a matter of law.

The plaintiff argues that Wallace received the property through Anderson's fraudulent means. It is true that one cannot be a bona fide purchaser through a forged deed and that such forged deed does not convey title {Public Administrator of Kings county v ..

Evans, 298 AD2d 512, 7 50 NYS2d 301 [2d Dept., 2002]). In Faison v. Lewis, 25 NY3d 220, 10 NYS3d 185 [2015] the Coµrt of Appeals explained that a deed that contains a forged signature is a f rauduleht deed which conveys ho title. However, a deed "where the signature and authority for conveyanc:e are acquired by fraudulent means" is voidable and does convey good title. The coli.rt stated that a deed containing the title holder's actual signature reflects "the assent of the will to the use of the paper or the transfer, although it is assent induced by fraud mistake or misplaced confidence" (id}. Consequently, such a deed "clothed with all the evidences of good title, may incumber the property to a party who becomes a purchaser in good faith" ( id) . Therefore, in Shau Chung Hu v. Lowbet Realty corp., 161 A03d 986; 78 NYS3d 150 [2d Dept., 2018] the court held an individual wh9 executed a deed obtained by fraudulent means could convey the deed to the bona fide purchasers since there was no allegation the individual's signature was forged.

Likewise, in this case, there is no allegation Andersonfs signature was fbrged, rather that he lackecl authority to transfer the property to Wallace. Everi if true, and Pfanrter can pursue such

[* 4]- - - - - - - - - - - " · · · · · · · · - - · - · · - ·4· - of- 6 ----------------------------- FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024 c],aims against A11derson, tha.t does not render the deed void; making possession b:y Wal.lace unlawf·u1. Ra:the;r:, Wallace m~intain:s valid title: since such title was obtained by them from Anderson. who, it is alleged, only utiiized frall.dulent means to obtain 9ny authority ·himself. In these circurnsta.nce s ,. if th.ie, Anderson rnairttain·ed voidable title and thus Wallace obtained good titl.e ...

A careful reading of the opposition to the motion to· dismiss .demonstrates the . P:lai.zitiff •does .n,ot fully oppose the argume•nts p:i:-esented in this decision. The plaintiff does accuse Wallace O·f engaging in the t·raud togeth·er with Anderson, however, the. amenoe.d complaint asserts •no s.uch facts and they are t;omplete.ly conclusory and speculative. To be sure, Pfanner' s chief complaint is with Ander·son and therefbre, the lawsuit should focus µpan And.e.r·$Qn and not Wa.llace. ·Therefo.r:e, th·e causes of action that perta{n to Wallace a·re all cti·sm:is,sed. Since the 9nly q~:µses· .of action pert~i.:r;1ing to Wallace are disin,il3sed there is no cause for Wallace t.o answer claims that ·Qri.ly pertain to·Anderson.

Moreover, there ls no merit to the rescissi:ori cla.inL "Irt ord~r to justify the interve.ntion of equity to rescind a contract, .a party must alle.ge ·fTauc;i in. the inducement. of the ,cohtra.ct; failure of consideratio n; a:n inability to perform the contract after it is mader or a brea,ch i·n the ¢ontra·ct which substantially defeats tl}e pu.rpose· thereof" {Babylon As.sociates v. .County of Suffolk, 101 AD2d 207, 4 75 NYS2d 869 [2d Dept., 1984]) . As noted, non.e of tho;3e eLements are p;t'.'e.~ent in this case·..

5 of 6 [* 5] FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024 Consequently, Wallace's motion seekirig dismissal of the seventh, eight and ninth causes of action of the amended complaint is granted.

So ordered.

ENTER:

DATED: July 25, 2024 Brooklyn N.Y. Hon .. L~.o.n .chelsman JSC 7 '

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