MAINTENANCE CORP v. LLC (2025)

Order, Supreme Court, New York County (Melissa A. Crane, J.), entered on or about April 2, 2024, which, to the extent appealed from as limited by the briefs, granted plaintiff's motion to amend the amended complaint to add causes of action for fraudulent conveyance under Debtor and Creditor Law § 273 (third cause of action), fraudulent conveyance under Debtor and Creditor Law § 274 (fourth cause of action), fraudulent conveyance under Debtor and Creditor Law § 275 (sixth cause of action), and breach of contract (ninth cause of action), unanimously modified, on the law, to deny the amendment as to the third, fourth, and sixth causes of action, and otherwise affirmed, without costs.

Supreme Court providently exercised its discretion in allowing the amendment to add the cause of action for breach of contract, as limited by the court to two paragraphs in the parties’ agreement.  The proposed cause of action sufficiently pleads the elements of breach of contract (see Red Oak Fund, L.P. v. MacKenzie Partners, Inc., 90 A.D.3d 527, 528, 934 N.Y.S.2d 401 [1st Dept. 2011];  see also MBIA Ins. Corp. v. Greystone & Co., Inc., 74 A.D.3d 499, 500, 901 N.Y.S.2d 522 [1st Dept. 2010]).

However, the court should not have granted leave for plaintiff to assert the fraudulent conveyance causes of action.  Neither party disputes that those claims are barred by the six-year statute of limitations (CPLR 213[1]) unless the relation-back doctrine applies (see Wall St. Assoc. v. Brodsky, 257 A.D.2d 526, 530, 684 N.Y.S.2d 244 [1st Dept. 1999]).  We reject plaintiff's argument that it satisfied the requirements of the relation-back doctrine under CPLR 203(c) (see Buran v. Coupal, 87 N.Y.2d 173, 178, 638 N.Y.S.2d 405, 661 N.E.2d 978 [1995]).  The new fraudulent conveyance claims arise from different facts and implicate different duties from the ones previously raised, and therefore go beyond mere amplification of the pleadings (see e.g. Lang–Salgado v. Mount Sinai Med. Ctr., Inc., 157 A.D.3d 532, 533, 69 N.Y.S.3d 292 [1st Dept. 2018];  Robinson v. New York City Hous. Auth., 89 A.D.3d 497, 497, 932 N.Y.S.2d 337 [1st Dept. 2011]).