Togut v. Miri Holding Inc.
Togut v. Miri Holding Inc.
Opinion of the Court
SUMMARY ORDER
Plaintiff-appellant Albert Togut, as trustee for the Estate of 52 Park LLC (“52 Park”), appeals from the judgment of the district court affirming the bankruptcy court’s grant of summary judgment in favor of defendant-appellee Miri Holding Inc. (“Miri”) and dismissing 52 Park’s adversary proceeding, which sought damages and reformation of a contract for 52 Park’s purchase of an apartment building on the ground that Miri, the seller, fraudulently misrepresented the interior dimensions of the building. The district court affirmed the bankruptcy court’s conclusion that because 52 Park had the opportunity to discover the truth underlying Miri’s alleged fraudulent misrepresentations concerning the building’s interior dimensions, such dimensions did not fall under the exception for material information that is “peculiarly within” the knowledge of the defendant that would negate the express disclaimers contained in the contract and other documents pertinent to the transaction. See Danann Realty Corp. v. Harris, 5 N.Y.2d 317, 184 N.Y.S.2d 599, 157 N.E.2d 597, 600 (N.Y. 1959). As does the district court, we review the bankruptcy court’s findings of fact for clear error and its conclusions of law de novo. See Fed. R. Bankr.P. 8013; Liona Corp. v. PCH Assocs. (In re PCH Assocs.), 949 F.2d 585, 597 (2d Cir. 1991).
On appeal, 52 Park argues primarily that it could not have ascertained the building’s interior dimensions prior to entering the contract because of the severe time constraints imposed on 52 Park between the date its bid on the property was accepted and the date — three days later — that the contract was executed. 52 Park asserts that because of these time constraints, it justifiably relied on the misrepresentations it received from
Accordingly, for substantially the reasons stated in the district and bankruptcy courts’ opinions, the judgment of the district court is hereby AFFIRMED.
Reference
- Full Case Name
- In re: 52 PARK, LLC, Debtor. Albert Togut, as trustee for the Estate of 52 Park LLC, Trustee-Appellant v. Miri Holding Inc.
- Status
- Published