Opinion
June 16, 1998
Appeal from the Supreme Court, New York County (Charles Ramos, J.).
While we do not subscribe to the articulation of New York law in Proctor Gamble Co. v. Bankers Trust Co. ( 925 F. Supp. 1270, 1289), inasmuch as a confidential relationship may indeed arise between the parties to a business relationship ( see, Kimmell v. Schaefer, 89 N.Y.2d 257, 263-264; Wiener v. Lazard Freres Co., 241 A.D.2d 114; Silver Assocs. v. Baco Dev. Corp., 245 A.D.2d 96, 99-100; Penato v. George, 52 A.D.2d 939, 942, appeals dismissed 42 N.Y.2d 908), upon our own search of the record, we agree with the motion court that plaintiff's subjective claims of reliance on defendant's expertise did not give rise, under the particular circumstances herein, to a confidential relationship. We again note, in this regard, that the requisite high degree of dominance and reliance must have existed prior to the transaction giving rise to the alleged wrong, and not as a result of it ( see, Elghanian v. Harvey, 249 A.D.2d 206). Nor did the disparity in knowledge impose upon defendants a duty of disclosure under the circumstances (see, supra). We also agree with the motion court that the trades by plaintiff's treasurer were ratified by his superior, who must be conclusively presumed to have read, understood and assented to his acknowledgement of receipt of the document he signed ( see, Goldberg v. Manufacturers Life Ins. Co., 242 A.D.2d 175; Fiorentino Assocs. v. Green, 85 A.D.2d 419, 420; Huang v. Cheng, 182 A.D.2d 600, lv denied 80 N.Y.2d 760). Finally, the dismissal of a portion of the breach of contract cause of action, and the withdrawal of the remainder of that claim, necessarily required dismissal of the portion of that cause of action asserting breach of the implied covenant of good faith, there being no alleged contractual obligations left to which the good faith obligation can attach.
Concur — Sullivan, J. P., Tom, Andrias and Saxe, JJ.