Opinion
5355 Index 651242/12
01-02-2018
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, Brown Rudnick LLP, Third–Party Defendant.[And Fourth Party Action]
Ingram Yuzek Gainen Carroll & Bertolotti, LLP, New York (David Ebert of counsel), for appellants. Warner & Scheuerman, New York (Jonathon D. Warner of counsel), for respondent.
Ingram Yuzek Gainen Carroll & Bertolotti, LLP, New York (David Ebert of counsel), for appellants.
Warner & Scheuerman, New York (Jonathon D. Warner of counsel), for respondent.
Richter, J.P., Tom, Kapnick, Kern, Moulton, JJ.
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 Stonebridge 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 & Folley, 71 N.Y.2d 21, 523 N.Y.S.2d 475, 517 N.E.2d 1360 [1987] ; Children's Corner Learning Ctr. v. A. Miranda Contr. Corp., 64 A.D.3d 318, 324, 879 N.Y.S.2d 418 [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 A.D.3d 514, 886 N.Y.S.2d 693 [1st Dept. 2009] ; see also New York Univ. v. Continental Ins. Co., 87 N.Y.2d 308, 319–320, 639 N.Y.S.2d 283, 662 N.E.2d 763 [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 A.D.3d 634, 28 N.Y.S.3d 360 [1st Dept. 2016], lv dismissed 28 N.Y.3d 1083, 44 N.Y.S.3d 377, 66 N.E.3d 1095 [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.