FRYDMAN LLC is proud to share these Notable Decisions and Representative Matters
ERA Capital L.P. v. Regions Bank, 216 A.D.3d 592, 190 N.Y.S.3d 325 (1st Dept. 2023): Firm client-family office made a loan secured by a letter of credit (LOC), that was wrongfully dishonored upon borrower’s payment default. The Firm brought a novel negligent misrepresentation claim against client’s commercial bank. The Appellate Court refused to dismiss the claim holding that trial issues existed as to whether Regions Bank acted negligently in recommending an unsuitable LOC issuer.
69 Pinehurst LLC v. SixtyNine Pinehurst Avenue Associates LLC, 211 A.D.3d 518, 181 N.Y.S.3d 523 (1st Dept. 2022): Firm client sold Manhattan apartment building, and post-closing purchaser applied for a property tax refund for pre-closing tax years. The Firm defended a lawsuit by purchaser that claimed the City wrongfully paid the refund to seller because the Bill of Sale assigned to purchaser seller’s rights and claims with respect to the premises. The Appellate Court adopted the Firms’ argument in dismissing the action that, when read in harmony with relevant statutory law and the provisions in the contract of sale requiring apportionment of rents, the Bill of Sale did not convey the tax refund because it was a personal right of seller.
Cohen v Inwindow Outdoor, LLC, 2020 N.Y. Misc. LEXIS 680, *1, 2020 NY Slip Op 30435 (Comm. Div. N.Y. Co. 2020): defending outdoor display company, granting pre-answer motion to dismiss minority member’s claim for oppression and usurption of corporate opportunities.
Aspire Federal Credit Union v. Placida N. Robinson, (In re Robinson), 595 B.R. 148 (Bankruptcy Court 2019): Taxi medallion operator defaulted in repaying loan to Firm client and filed for protection under the bankruptcy code. The Firm brought adversary proceeding in bankruptcy court to deny discharge and dismiss bankruptcy case based on operator’s false filings and violations of discovery obligations and related Court orders. Court granted Firm’s motion for judgment and dismissed bankruptcy case allowing firm client to continue enforcement of loan.
47-53 Chrystie Holdings LLC v Thuan Tam Realty Corp., 167 A.D.3d 405, 90 N.Y.S.3d 152 (1st Dept. 2018): obtained appellate decision reinstating claim on over $20 million contract to purchase investment property in lower Manhattan. The Court adopted Firm’s argument of “fraudulently induced unilateral mistake” in holding purchaser alleged a viable claim that sellers fraudulently induced purchaser to cancel purchase contract during due diligence.
Barklee 94 LLC v. Oliver, Index No. 100346/2013 (Supr. Ct. N.Y. Co. 2017), aff’d, 167 A.D.3d 415, 88 N.Y.S.3d 25 (1st Dept. 2018): defending owner that performed complete gut renovation of Upper East Side townhouse, granting motion for summary judgment dismissing neighbor’s remaining claims for violation of easement in party wall and construction defects in lengthy decision finding exhaustive fact record submitted by Frydman LLC supported judgment as a matter of law with no material fact issues requiring trial.
In the Matter of Mark Alexander, on his own behalf and derivatively on behalf of Glenmark Partners, LLC v. Glen Vetromile, (American Arbitration Association 2016): after two week hearing in “corporate divorce” arbitration, three member panel issued unanimous 21 page Award finding member in real estate development company usurped lucrative project to develop a large mixed use property in Westchester County, New York. The Award granted varied relief to Firm client, including $400,000 punitive damage award, constructive trust over development project and appointment of Special Master to conduct accounting of member’s financial dealings.
Barklee 94 LLC v. Oliver, 124 A.D.3d 459, 2 N.Y.S.3d 425 (1st Dept. 2015): defending owner that performed complete gut renovation of Upper East Side townhouse, reversing trial court decision dismissing bulk of neighbor’s claims for property damage, violation of easement in party wall and related claims arising from construction. Appellate Court made various rulings about claims concerning use of party walls and application of Building Code.
SPRE Realty, Ltd. v. Dienst, 119 A.D.3d 93, 986 N.Y.S.2d 92 (1st Dept. 2014): representing real estate broker seeking commission for $11.5 million residential sale against buyer that cut broker out and secretly closed transaction. In precedent setting decision Appellate Court sustained complaint and, recognizing lack of a unified judicial standard for when brokers earn real estate commissions, clarified “procuring cause” rule in Manhattan and Bronx.
Yudell v. Gilbert, 99 A.D.3d 108, 949 N.Y.S.2d 380 (1st Dept. 2012): defended joint venture partner in shopping center in Nassau County. Appellate Court upheld dismissal of co-venturer’s claims of mismanagement and breach of fiduciary duty in operation and leasing of center. In precedent setting decision Appellate Court adopted Delaware’s “Tooley Test” to differentiate direct and derivative claims in New York, greatly enhancing predictability in shareholder and partner disputes.
Represented seller of national office technology business in claim of accounting fraud leading to $20 million inflation of sales price
Represented co-founder in highly contentious severance negotiation with nationally recognized activist investor fund
Represented national accounting firm in enforcing restrictive covenant against former partner that joined competitor
Represented national office technology business in claim of unfair competition, Lanham Act and trademark violation claims concerning allegedly infringing products
Represented investor in fraud claims concerning sale of life insurance policy
Represented office network integration company concerning claims involving data breach and network hacking
Represented employers and employees in various industries concerning employees’ breaches of restrictive covenants
Represented estate of prominent former partner of national law firm in claim by file storage company on guaranty of storage contract
Represented European cosmetics distributor in claim against New York supplier for breach of distribution agreement
Represented insureds in coverage disputes concerning disability, life, director and officer, construction and general liability insurance policies
Represented barter and media company as outside litigation counsel, including various breach of contract matters
Real Estate Litigation
Represented owner of office tower in claim of wrongful foreclosure of $60 million mortgage loan held in CMBS trust
Represented international automated garage manufacturer in claim of malfunctioning self-operating garage in upscale Upper East Side condominium
Represented tenant in common owner of trophy residential property in Fort Greene, Brooklyn in action for partition and sale by public auction
Represented partner in failed High Line area condominium project for fraud and breach of fiduciary against partners, corporate counsel and general contractor
Represented restaurant owner in defense of landlord’s enforcement of Good Guy Guaranty of commercial lease
Represented commercial mortgage broker in claim for commission for loans closed by former client with designated lender
Represented commercial tenant in Yellowstone Injunction action to stay landlord’s attempted termination of lease for alleged nonpayment violations
Represented real estate brokers in various commission claims against contracting parties and co-brokers
Represented uninsured cooperative unit owner in water leak property damage claims by board, adjacent units and insurance carriers
Represented cooperative board as special litigation counsel in claim that unit owner performed unauthorized renovations
Represented SoHo loft owner that performed gut rehabilitation against neighbors’ and board’s construction defect claims
Represented owner of renovated townhouse in dispute with neighbor about alleged construction defects
Represented owner of renovated townhouse in dispute with former contractor
Represented various purchasers and sellers in disputes over breach and enforcement of contracts for sale of commercial properties
Represented owners, developers, contractors and design professionals in various contract disputes
Represented debtor-general contractor as special litigation counsel in bankruptcy proceeding to collect on completed construction contract
Represented residential landlord in coverage dispute with liability carrier over coverage for slip and fall on stairs of building
Represented general contractor in coverage dispute with liability carrier for subcontractor’s fall off sidewalk shed
Represented co-founder in “corporate divorce” from $3.5 billion activist investor fund
Represented manager of cosmetics company in lender liability claim that co-manager engaged in self-dealing in common plan with secured lender to foreclose on assets of LLC
Represented member of flooring company in “corporate divorce” against partner for breach of fiduciary duty in usurping management control and bank accounts
Represented senior dentist in claim junior partner breached provisions in operating agreement to make payout to fund retirement and redemption of PLLC membership interest
Represented member of real estate development company in “corporate divorce” against partner for usurping large mixed-use project in Westchester County, New York
Represented LLC member in foreclosure action with claim of self-dealing because member purchased defaulted loan secured by mortgage on LLC’s apartment building located in Brooklyn, New York
Represented joint venturer in derivative suit claiming mismanagement of shopping center
Represented member in LLC developing condominium project plagued by fraud and self-dealing
Represented various companies, officers and members in disputes over rights to options and shares
Represented investors, issuers, placement agents and others in various claims concerning failed investments and nonpayment of fees
Represented founder of digital signage company in defending claim by former employee for severance and oppression as minority member.
Finance and Securities Litigation
Represented federal credit union as creditor in bankruptcy of taxi medallion operator in payment default on multiple secured loans
Represented private lender in claim of wrongful dishonor of letter of credit serving as collateral of defaulted loan
Represented secured lender in action for breach of loan agreements against restaurant and owner
Represented placement agents and issues in disputes over placement fees
Represented various investors and issuers in fraud and related claims
Represented class of investors in subprime RMBS offerings in fraud claim against Goldman Sachs
Represented former officers and investors in disputes with private equity investor and lenders in bankruptcy of group of Dunkin Donut restaurants
Represented national retailer and lenders in claim that administrative agent of $40 million financing facility overcharged servicing fees.
Represented investors and broker-dealers in public and industry FINRA arbitrations
Represented various industry participants in proceedings before the United States Securities and Exchange Commission
General Business Counsel
Represented senior officers from significant banks and hedge funds in negotiation of employment, severance and garden leave agreements
Represented senior officers from various industries in negotiating employment agreements
Represented partner in web domain company in highly negotiated severance arrangement
Represented technology company in negotiation of software development agreement
Represented manufacturing company in negotiation of software license agreement
Represented web based retail business in negotiation of various co-venture agreements
Represented various businesses in negotiation of leases
Represented services company in negotiation of service agreements
Represented business clients in pre-litigation dispute resolution
Represented entrepreneurs and business clients as outside general counsel providing general business, corporate and employment oriented legal advice