An LLC, in fact, may validly be set up for the express purpose of avoiding personal liability. See Board of Managers of 325 Fifth Ave. Condominium v. Continental Residential Holdings LLC, 149 A.D.3d 472, 475 (1st Dep't 2017) (citing Bartle v. Home Owners Cooperative, Inc., 309 N.Y. 103, 106 (1955)). However, a āparty may seek to hold a member of an LLC individually liable despite this statutory proscription by application of the doctrine of piercing the corporate veil.ā
see Bd. of Managers of 325 Fifth Ave. Condo, v. Cont'l Residential Holdings LLC, 149 A.D.3d 472, 475 (1st Dep't 2017) ("To be sure, veil-piercing applies to LLCs.").
Although Park and Shin executed the . Shareholder Agreement in their capacities as BBRH's members on its behalf, their membership in BBRH does, not render them liable for the limited liability company's debt. N.Y. Lim. Liab. Co. Law Ā§ 609(a); Board of Mqrs. of 325 Fifth Ave. Condominium v. Continental Residential Holdings LLC, 149 A.D.3d 472, 475 (1st Dep't 2017); Kellogg v. All Sts. Hous. Dev. Fund Co., Inc.,.146 A.D.3d 615, 617 (1st Dep't 2017); Moshan v. PBM, LLC, 141 A.D.3d 496, 497 (1st Dep't 2016); Broadway 26 Waterview LLC v. Bainton, McCarthy &Siegel, LLC, 94 A.D.3d 506, 507 (1st Dep't 2012).
E. Finally, the fifth and sixth causes of action are dismissed as duplicative (Board of Mgrs. of 325 Fifth Ave. Condominium v Continental Residential Holdings LLC, 149 A.D.3d 472, 476 [1st Dept 2017]).
Plaintiff's proposed cause of action against Greendev for constructive fraud is also insufficiently pled. Such a claim requires the same allegations as the proposed fraud claim; but also requires specific factual allegations as to the existence of a confidential or fiduciary relationship (Board of Mgrs. of 325 Fifth Ave. Condominium v Continental Residential Holdings LLC, 149 A.D.3d 472 [1st Dept 2017]). Plaintiff also has to prove that Greendev owed him a confidential or fiduciary duty.
To pierce the corporate veil, Plaintiff bears a heavy burden of showing that Dalee was "dominated" by Mr. Nir and that such domination resulted in wrongful consequences. See Singh v Nadlan, LLC, 171 AD3d 1239, 1240 (2d Dept 2019); Board of Mgrs. of 325 Fifth Ave. Condominium v Continental Residential Holdings LLC, 149 AD3d 472, 475 (1st Dept 2017); Matias v Mondo Props. LLC, 43 AD3d 367, 368 (1st Dept 2007). There are no facts and circumstances here that would lead the court to pierce the corporate veil and hold Mr. Nir personally responsible for Dalee's alleged negligent conduct.
that individuals may incorporate for the express purpose of limiting their liability" (Vivir of L I, Inc. v. Ehrenkranz, 145 A.D.3d 834, 835, 43 N.Y.S.3d 435, 437-38 (2nd Dept. 2016); quoting East Hampton Union Free School Dist. v Sandpebble Bldrs., Inc., 66 AD3d 122, 126, 884 NYS2d 94 [2009], affd 16 NY3d 775, 944 NE2d 1135, 919 NYS2d 496 [2011], citing Bartle v Home Owners Coop., 309 NY 103, 106, 127 NE2d 832 [1955])."The law permits the incorporation of a business for the very purpose of escaping personal liability" (Bd. of Managers of 325 Fifth Ave. Condo. v. Cont'l Residential Holdings LLC, 149 A.D.3d 472, 475, 52 N.Y.S.3d 44, 47 (1st Dept. 2017). "The concept of piercing the corporate veil is an exception to this general rule, permitting, in certain circumstances, the imposition of personal liability on owners for the obligations of their corporation (see Matter of Morris v New York State Dept. of Taxation & Fin., 82 NY2d 135, 140-141 [1993]).
Stated another way, "when a proposed amendment is devoid of merit or fails to state a cause of action, leave to amend should be denied" (Corman v LaFountain, 38 AD3d 706, 707 [2d Dept 2007]; Mohan v Hollander, 303 AD2d 473 [2d Dept 2003]). Allegations involving the piercing of the corporate veil must be more than conclusory (see Board of Mgrs. of 325 Fifth Ave. Condominium v Continental Residential Holdings, LLC, 149 AD3d 472 [1st Dept 2017]; Board of Mgrs. of Gansevoort Condominium v 325 W. 13th, LLC, 121 AD3d 554 [1st Dept 2014]; 20 Pine St. Homeowners Assn. v 20 Pine St. LLC, 109 AD3d 733 [1st Dept 2013]).
While a release can be set aside on the basis of fraudulent inducement, fraudulent concealment, or misrepresentation (Arbor Realty Sr. Inc. v Keener, 988 F Supp 2d 254, 260 [EDNY 2013]), the fraud must be separate from the subject of the release. (Board of Mgrs. of 325 Fifth Ave. Condominium v Continental Residential Holdings LLC, 149 AD3d 472, 474 (1st Dept [2017]). "In order to set aside a release on such grounds, a plaintiff must establish the basic elements of fraud, namely a representation of material fact, the falsity of that representation, knowledge by the party who made the representation that it was false when made, justifiable reliance by the plaintiff, and resulting injury."
However, plaintiff makes no argument as to how its fraud damages are different from its breach of contract damages claim. Therefore, plaintiff's fraud-based cause of action must be dismissed as duplicative of its breach of contract cause of action (see Board of Mgrs. of 325 Fifth Ave. Condominium v Continental Residential Holdings LLC, 149 AD3d 472, 476 [1st Dept 2017] ["the fact that plaintiffs seek 'the same compensatory damages for both claims' indicates that they are duplicative"] [citation omitted]; MaƱas v VMS Assoc., LLC, 53 AD3d 451, 454 [1st Dept 2008] [holding that the "plaintiff did not allege that she sustained any damages that would not be recoverable under her breach of contract cause of action . . . [therefore], the fraud-based causes of action [were] duplicative of the breach of contract cause of action"]).