Opinion
2015-04-16
WT HOLDINGS INCORPORATED, Plaintiff–Appellant, v. ARGONAUT GROUP, INC., Defendant–Respondent.
Chaffetz Lindsay LLP, New York (Steven C. Schwartz of counsel), for appellant. K & L Gates LLP, New York (Peter N. Flocos of counsel), for respondent.
Chaffetz Lindsay LLP, New York (Steven C. Schwartz of counsel), for appellant. K & L Gates LLP, New York (Peter N. Flocos of counsel), for respondent.
Order, Supreme Court, New York County (Marcy S. Friedman, J.), entered February 18, 2014, which denied plaintiff's motion for leave to amend the complaint, unanimously affirmed, with costs.
We do not find that defendant would be prejudiced by an amendment to the complaint at this juncture ( see Cherebin v. Empress Ambulance Serv., Inc., 43 A.D.3d 364, 841 N.Y.S.2d 277 [1st Dept.2007] ). However, any amendment would be “palpably insufficient or clearly devoid of merit” (Nineteen Eighty–Nine, LLC v. Icahn Enters. L.P., 99 A.D.3d 546, 548, 953 N.Y.S.2d 4 [1st Dept.2012] [internal quotation marks omitted], lv. denied 20 N.Y.3d 863, 2013 WL 1235514 [2013] ). The stock purchase agreement contains not only a general merger clause pursuant to which the SPA “supersedes” all prior oral statements, but also a “No Additional Representation” clause that disclaims liability and responsibility for any extra-contractualrepresentation, rendering the fraud claim not viable ( see Natoli v. NYC Partnership Hous. Dev. Fund Co. Inc., 103 A.D.3d 611, 613, 960 N.Y.S.2d 137 [2d Dept.2013] ). We reject plaintiff's contention that the “No Additional Representation” provision is not sufficiently specific to bar the proposed fraudulent inducement claim.