Specifically, according to Black's Law Dictionary, a corporate successor is “[a] corporation that, through amalgamation, consolidation, or other assumption of interests, is vested with the rights and duties of an earlier corporation.” Fleet Nat'l Bank v. Impol Seval Aluminum Rolling Mill Inc., 192 A.D.3d 628, 631 (1st Dep't 2021) (citing Black's Law Dictionary 1732 [11th ed 2019]); see also Leveraged Innovations, LLC v. Nasdaq OMX Grp., Inc., No. 11-CV-03203, 2012 WL 1506524, at *5 (S.D.N.Y. Apr. 20, 2012) (citing same definition from Black's Law Dictionary); Gismondi, Paglia, Sherling, M.D., P.C. v. Franco, 206 F.Supp.2d 597, 600 (S.D.N.Y. 2002) (same).
A corporate successor “is vested with the rights and duties of an earlier corporation” “through amalgamation, consolidation, or other assumption of interests.” Fleet Nat'l Bank v. Impol Seval Aluminum Rolling Mill Inc., 192 A.D.3d 628, 628 (1st Dep't 2021) (quoting Black's Law Dictionary at 1732 (11th ed. 2019)). Whitaker, however, “[o]ther than invoking an ownership interest in [Curtain Cuts] . . . never explains the basis for [her] assertion that [she] is [its] successor.” Id.
There are, at a minimum, factual issues surrounding whether plaintiff 3B Associates LLC was the corporate successor-in-interest of plaintiff 3B Group, Inc., such that 3B Associates has standing to enforce the agreement between 3B Group and defendant as a matter of law (seeBoard of Mgrs. of 100 Congress Condominium v. SDS Congress, LLC, 152 A.D.3d 478, 481, 59 N.Y.S.3d 381 [2d Dept. 2017] ). The fact that 3B Group and 3B Associates retained the same principals is not dispositive (seeFleet Natl. Bank v. Impol Seval Aluminum Rolling Mill Inc., 192 A.D.3d 628, 631, 146 N.Y.S.3d 88 [1st Dept. 2021] ). Nor did defendant definitively consent to 3B Associates becoming the successor of 3B Group, as there are facts in the record to support defendant's principal's position that he was unaware that 3B Group had dissolved or that 3B Associates had formed at the time he issued checks to 3B Associates in 2012 and 2013.
Petitioners allege Columbus Monument Corporation is the successor in interest to the Association. "Black's Law Dictionary defines a corporate successor as '[a] corporation that, through amalgamation, consolidation, or other assumption of interests, is vested with the rights and duties of an earlier corporation'" (Fleet Natl. Bank v. Impol Seval Aluminum Rolling Mill, 192 A.D.3d 628, 631 [First Dept. 2021], citing Black's Law Dictionary 1732 [11th ed. 2019]). Respondents allege there is no record with New York State corporation records evidencing this assertion.
Petitioners allege Columbus Monument Corporation is the successor in interest to the Association. "Black's Law Dictionary defines a corporate successor as ‘[a] corporation that, through amalgamation, consolidation, or other assumption of interests, is vested with the rights and duties of an earlier corporation’ " ( Fleet Natl. Bank v. Impol Seval Aluminum Rolling Mill Inc ., 192 A.D.3d 628, 631, 146 N.Y.S.3d 88 [First Dept. 2021], citing Black's Law Dictionary 1732 [11th ed. 2019]). Respondents allege there is no record with New York State corporation records evidencing this assertion.