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Bloostein v. Morrison Cohen LLP

157 A.D.3d 432 Court N.Y. App. Div. Decision date 2018-01-02 English

Judges Concur—Richter, J.R, Tom, Kapnick, Kern and Moulton, JJ.

Contents

Majority

p. 432
Jonathan Bloostein et al., Plaintiffs, v Morrison Cohen LLP et al., Defendants. Morrison Cohen LLP et al., Third-Party Plaintiffs-Appellants, v Stonebridge Capital, LLC, Third-Party Defendant-Respondent, et al., Third-Party Defendant. (And a Fourth-Party Action.)
[66 NYS3d 120]

Order, Supreme Court, New York County (Anil C. Singh, J.), entered July 12, 2016, which, to the extent appealed from as limited by the briefs, granted third-party defendant Stone-bridge Capital, LLC’s motion to dismiss the claim for contribution as against it, unanimously affirmed, without costs.

Defendants/third-party plaintiffs are not entitled to contribution, because plaintiffs (investors) seek to recover for purely economic loss resulting from a breach of contract (Board of Educ. of Hudson City School Dist. v Sargent, Webster, Crenshaw

p. 433
& Folley, 71 NY2d 21 [1987]; Children’s Corner Learning Ctr. v A. Miranda Contr. Corp., 64 AD3d 318 , 324 [1st Dept 2009]).

The allegations that third-party defendant Stonebridge, a financial servicer, signed transaction documents without reviewing them or alerting other parties to a last-minute change fall squarely within the scope of Stonebridge’s contractual duties to assist investors in the execution of the transaction. The third-party complaint fails to allege that Stonebridge owed a duty of reasonable care to the investors independent of their agreement (see Fidelity & Deposit Co. of Md. v Levine, Levine & Meyrowitz, CPAs, P.C., 66 AD3d 514 [1st Dept 2009]; see also New York Univ. v Continental Ins. Co., 87 NY2d 308 , 319-320 [1995]).

Nor did Stonebridge’s role as a financial services provider give rise to an extra-contractual duty of care (Starr v Fuoco Group LLP, 137 AD3d 634 [1st Dept 2016], lv dismissed 28 NY3d 1083 [2016]). Further, the investors expressly acknowledged in their agreement with Stonebridge that, with respect to its work structuring the subject transaction, it was not a fiduciary, and they were not relying on it for legal, tax, or accounting advice.

We have considered third-party plaintiffs’ remaining arguments and find them unavailing.

Concur—Richter, J.R, Tom, Kapnick, Kern and Moulton, JJ.

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