Summary
holding that causes of action for breach of the implied covenant of good faith and fair dealing and breach of contract were not duplicative because they were based on "sufficiently distinct" allegations
Summary of this case from Rosania v. GluckOpinion
01-19-2016
CREDIT AGRICOLE CORPORATE, et al., Plaintiffs–Respondents, v. BDC FINANCE, LLC, et al., Defendants–Appellants.
Joseph Hage Aaronson LLC, New York (Gregory P. Joseph of counsel), for appellants. White & Case LLP, New York (John Christopher Shore of counsel), for respondents.
Joseph Hage Aaronson LLC, New York (Gregory P. Joseph of counsel), for appellants.
White & Case LLP, New York (John Christopher Shore of counsel), for respondents.
Order, Supreme Court, New York County (Barbara Jaffe, J.), entered July 21, 2014, which, to the extent appealed from as limited by the briefs, denied defendants-appellants' motion to dismiss plaintiffs' causes of action for breach of the implied covenant of good faith and fair dealing, unanimously affirmed, with costs.
In this intercreditor dispute, the motion court correctly found that plaintiffs' causes of action for breach of contract and breach of the implied covenant of good faith and fair dealing are not duplicative. Plaintiffs allege that defendants failed to share collateral ratably, in breach of the express agreements at issue. They also allege that, even if none of the provisions of the agreements were violated, defendants breached the implied covenant of good faith and fair dealing by deliberately manipulating and depressing the bids of other bidders during the auction of the debtor's assets, thereby acquiring all of the debtor's assets and depriving plaintiffs of the benefit of their bargain (see Dalton v. Educational Testing Serv., 87 N.Y.2d 384, 389, 639 N.Y.S.2d 977, 663 N.E.2d 289 [1995] ). These claims are sufficiently distinct.Plaintiffs' implied covenant claim against defendant agent is not barred by, or inconsistent with, the express terms of the agreements (see e.g. SNS Bank v. Citibank, 7 A.D.3d 352, 354–355, 777 N.Y.S.2d 62 [1st Dept. 2004] ).
We have considered defendants' remaining arguments and find them unavailing.
MAZZARELLI, J.P., ACOSTA, ANDRIAS, MOSKOWITZ, JJ., concur.