Opinion
05-09-2024
William R. CLINE, Jr., Plaintiff–Appellant, v. Matthew GRODIN et al., Defendants–Respondents.
Kaiser Saurborn & Mair, P.C., New York (David N. Mair of counsel), for appellant. Zukerman, Gore, Brandeis & Crossman, LLP, New York (Edward L. Powers of counsel), for respondents.
Kaiser Saurborn & Mair, P.C., New York (David N. Mair of counsel), for appellant.
Zukerman, Gore, Brandeis & Crossman, LLP, New York (Edward L. Powers of counsel), for respondents.
Kern, J.P., Oing, Kennedy, Scarpulla, Pitt–Burke, JJ.
Order, Supreme Court, New York County (Jennifer G. Schecter, J.), entered May 31, 2023, which, insofar as appealed from as limited by the briefs, granted, for reasons stated on the record on May 23, 2023, defendants’ motion to dismiss the second and third causes of action, unanimously affirmed, with costs.
The court properly dismissed the second cause of action for breach of a written limited partnership agreement and the third cause of action for breach of fiduciary duty. These causes of action are based entirely on plaintiff’s allegations that the amended limited partnership agreement prohibited the individual defendants from being hired by defendant general partner to manage the day-to-day operations of the limited partnership, and from getting paid out of the limited partnership’s proceeds. However, by its plain terms, the amended limited partnership agreement permitted the general partner to contract for services with the limited partners, and thus the court properly dismissed the claims (see e.g. Picone/WDF, JV v. City of New York, 193 A.D.3d 433, 434, 141 N.Y.S.3d 686 [1st Dept. 2021]; Alden Global Value Recovery Master Fund, L.P. v. KeyBank N.A., 159 A.D.3d 618, 625–626, 74 N.Y.S.3d 559 [1st Dept. 2018]).