UMG RECORDINGS INC v. FUBU RECORDS LLC (2006)

Order, Supreme Court, New York County (Karla Moskowitz, J.), entered June 26, 2006, which, upon reargument, adhered to a prior order, same court and Justice, entered on or about December 29, 2005, which granted defendants' motion to dismiss the complaint as against the GTFM defendants pursuant to CPLR 3211(a)(7), unanimously affirmed, with costs.   Appeal from the December 29, 2005 order unanimously dismissed, without costs, as superseded by the appeal from the subsequent order.

 In this action for breach of a joint venture agreement to produce music videos, the motion court applied the correct standard of review in determining that plaintiff's “piercing the corporate veil” allegations of domination and control were conclusory (see Leder v. Spiegel, 31 A.D.3d 266, 819 N.Y.S.2d 26 [2006] ) and unaccompanied by allegations of consequent wrongs (see TNS Holdings, Inc. v. MKI Sec. Corp., 92 N.Y.2d 335, 339-340, 680 N.Y.S.2d 891, 703 N.E.2d 749 [1998];  Sheridan Broadcasting Corp. v. Small, 19 A.D.3d 331, 332, 798 N.Y.S.2d 45 [2005] ), and were thus insufficient to state a claim against defendants GTFM, Inc. and GTFM, LLC for breach of the agreement signed only by plaintiff and FUBU Records.   In interpreting the unambiguous agreement (see Hirsch v. Food Resources, Inc., 24 A.D.3d 293, 295, 808 N.Y.S.2d 618 [2005] ), the motion court properly found that it contradicted the allegations of the complaint (see Wilhelmina Models, Inc. v. Fleisher, 19 A.D.3d 267, 269, 797 N.Y.S.2d 83 [2005];  HSA Residential Mtge. Serv. of Texas, Inc. v. Stewart Title Guar. Co., 7 A.D.3d 426, 427, 776 N.Y.S.2d 791 [2004], lv. denied 3 N.Y.3d 607, 785 N.Y.S.2d 25, 818 N.E.2d 667 [2004] ) and that plaintiff's interpretation would have rendered terms therein meaningless (see 150 Broadway N.Y. Assocs., L.P. v. Bodner, 14 A.D.3d 1, 6, 784 N.Y.S.2d 63 [2004];  Excel Graphics Tech., Inc. v. CFG/AGSCB 75 Ninth Ave., L.L.C., 1 A.D.3d 65, 69, 767 N.Y.S.2d 99 [2003], lv. dismissed 2 N.Y.3d 794, 781 N.Y.S.2d 292, 814 N.E.2d 464 [2004] ).   The court did not resort to extrinsic evidence or prematurely determine issues of fact.   Under the circumstances, defendant FUBU Records, LLC was bound by the agreement despite the use of its colloquial name without the entity designation (see R.P.I. Serv., Inc. v. Eisenberg, 29 A.D.3d 459, 814 N.Y.S.2d 870 [2006];  Spanierman Gallery, PSP v. Love, 320 F.Supp.2d 108, 111-112 [S.D.N.Y.2004] ).

We have considered plaintiff's other contentions and find them unavailing.