Saliann Scarpulla

This case involves a long-running dispute between a shareholder of a residential cooperative corporation and the corporation itself regarding the combination and renovation of two penthouse apartments, with the shareholder asserting breach of fiduciary duty claims against the board of directors. The Appellate Division reversed the Supreme Court's order that had denied defendants' motion to dismiss the claims against the board and granted the plaintiff's cross-motion to amend the complaint to add the board president as a representative defendant. The court held that a board of directors is not a separate juridical entity amenable to suit under the New York Business Corporation Law, which authorizes only the corporation to sue and be sued, and clarified that prior precedents do not support direct claims against the board apart from the corporation or individual directors.

business & regulatoryprocedure

This case involves a long-running dispute between a shareholder of a residential cooperative corporation and the corporation itself regarding the combination and renovation of two penthouse apartments, with the shareholder asserting breach of fiduciary duty claims against the board of directors. The Appellate Division reversed the Supreme Court's order that had denied defendants' motion to dismiss the claims against the board and granted the plaintiff's cross-motion to amend the complaint to add the board president as a representative defendant. The court held that a board of directors is not a separate juridical entity amenable to suit under the New York Business Corporation Law, which authorizes only the corporation to sue and be sued, and clarified that prior precedents do not support direct claims against the board apart from the corporation or individual directors.

business & regulatoryprocedure

This case involved a dispute among gemstone traders over the alleged improper transfer of consigned diamonds, including the Pink Diamond and Kashmir Sapphire, following the bankruptcy of nonparty D&M. Plaintiff Shanghai Pearls & Gems sued defendants Essex Global Trading and Aleks Paul for fraudulent conveyance, conversion, and tortious interference with contract after plaintiff acquired interests in the gems via a bankruptcy settlement. The Appellate Division reversed the trial court's denial of defendants' motion to dismiss, holding that the conversion and tortious interference claims relating to plaintiff's original one-third interest in the Pink Diamond were time-barred under the three-year statute of limitations. The court also dismissed the fraudulent conveyance claims as barred by res judicata, finding plaintiff in privity with the bankruptcy trustee through the Essex Settlement and having failed to assert its own claims in the prior proceeding.

business & regulatorypropertytorts & liabilityprocedure

The case involves the New York Attorney General's lawsuit against the National Rifle Association (NRA) and its executives for alleged violations of not-for-profit corporation laws, including executive malfeasance such as improper personal expenses, conflicts of interest, retaliation against whistleblowers, and false filings with the state. The NRA asserted counterclaims for First Amendment retaliation and selective enforcement, alleging that the AG targeted the organization due to campaign statements expressing animus. The motion court dismissed the counterclaims, and the Appellate Division affirmed, holding that the retaliation claims lacked causation because the investigation was backed by evidence of misconduct, the selective enforcement claims failed to show disparate treatment compared to similarly situated charities, and certain requested relief was moot following dismissal of the dissolution claims.

free speechbusiness & regulatoryguns