DEUTSCHE BANK NATION TRUST COMPANY v. LLC (2025)

Order, Supreme Court, New York County (Robert R. Reed, J.), entered May 13, 2024, which granted in part and denied in part defendants' motion to dismiss the second amended complaint, unanimously modified, on the law, to grant the motion in its entirety, and otherwise affirmed, without costs.  The Clerk is directed to enter judgment accordingly.

Under the applicable agreements, defendants had a “sole remedy” repurchase obligation that included an unambiguous notice provision.  Therefore, the failure-to-notify (FTN) claims should have been dismissed, as they are derivative causes of action, not independent ones (see U.S. Bank N.A. v. EquiFirst Corp., 234 A.D.3d 463, 223 N.Y.S.3d 95 [1st Dept. 2025];  Bank of N.Y. Mellon v. WMC Mtge., LLC, 151 A.D.3d 72, 81, 56 N.Y.S.3d 1 [1st Dept. 2017];  see also Matter of Part 60 RMBS Put–Back Litig., 195 A.D.3d 40, 54–55, 146 N.Y.S.3d 109 [1st Dept. 2021]).

Because no FTN claims lie against defendants, we need not address whether Supreme Court was correct in finding that plaintiff otherwise adequately stated timely FTN claims, or whether the court correctly dismissed plaintiff's indemnification and alter ego liability claims.