AMETEK INC v. ANDREW GOLDFARB (2025)

.2024–07029

2024–07030

2024–07031

2024–07295

2025–00650

2025–01538

Dorf Nelson & Zauderer LLP, New York (Mark C. Zauderer of counsel), for appellants.

Morgan Lewis & Bockius LLP, New York (Randall M. Levine of counsel), for respondents.

Judgment, Supreme Court, New York County (Andrew Borrok, J.), entered March 12, 2025, awarding judgment in favor of plaintiffs Ametek, Inc. and HCC Industries, Inc. (together, Ametek) against defendants Andrew Goldfarb, Denise Goldfarb, and Steven Goldfarb (collectively, the Goldfarbs) in the amount of $7,575,298.00, unanimously affirmed, with costs.  Appeal from order, same court and Justice, entered January 17, 2025, which denied defendants' motion for an order deeming plaintiffs' motion abandoned pursuant to 22 NYCRR 202.48(a) and opposing the execution of a judgment and severing the claims not previously adjudicated, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.  Appeal from orders, same court and Justice, entered May 30, 2024, June 10, 2024, and September 12, 2024, which, inter alia, granted plaintiffs' motion for summary judgment dismissing defendants' counterclaim for reformation, granted plaintiffs' motion to strike defendants' jury demand, and granted plaintiffs' motion for summary judgment on the breach of contract cause of action against defendants, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.  Order, same court and Justice, entered August 11, 2023, which, to the extent appealed from, denied defendants' motion to compel certain tax-related information, unanimously affirmed, with costs.

In 2005, Ametek purchased certain manufacturing property from the Goldfarbs.  The property was located in an EPA superfund site which was being remediated pursuant to a consent decree.  The sale was subject to indemnity obligations, which required the Goldfarbs to reimburse Ametek for certain costs associated with the environmental clean-up.  The record reflects that Ametek regularly forwarded budgets, implementation schedules, technical work plans, regulatory approvals, and invoices to the Goldfarbs concerning the $7,575,298 in remediation work being performed.  Thus, Supreme Court correctly found that Ametek fulfilled its obligation to keep the Goldfarbs informed at a reasonable frequency and did not interfere with the Goldfarbs' co-management rights with regard to the remedial work.

The affidavits submitted by the Goldfarbs in opposition to Ametek's summary judgment motion were flatly contradicted by the documentary evidence (see Leo v. Mt. St. Michael Academy, 272 A.D.2d 145, 146 [1st Dept 2000];  Matter of Urban, 222 AD3d 1088, 1091 [3d Dept 2023] ).  Contrary to the assertions of the Goldfarbs and their expert, Ametek did not agree to cease work, nor could they cease that work, which the EPA had mandated under approved action plans.  “[E]xpert witnesses should not be called to offer opinion as to the legal obligations of parties under a contract;  that is an issue to be determined by the trial court” (Good Hill Master Fund L.P. v. Deutsche Bank AG, 146 AD3d 632, 637 [1st Dept 2017];  quoting Colon v. Rent–A–Center, 276 A.D.2d 58, 61 [1st Dept 2000] ).

The court correctly denied the Goldfarbs' motion to compel Ametek to disclose its tax returns because the “amount of losses paid” under the indemnity cap refers to the amount paid by the Goldfarbs and is not the amount Ametek received in post-tax value.  If the parties wanted the cap to be calculated in that manner, the contract would have so provided (see Vermont Teddy Bear Co., Inc. v 538 Madison Realty Co., 1 NY3d 470, 475 [2004] ).

Finally, the Goldfarbs waived their right to a jury by asserting equitable counterclaims (see Cannon Point N., Inc. v. City of New York, 87 AD3d 861, 865 [1st Dept 2011];  Hudson View II Assoc. v. Gooden, 222 A.D.2d 163, 167 [1st Dept 1996];  Zimmer–Masiello, Inc. v. Zimmer, Inc., 164 A.D.2d 845, 847 [1st Dept 1990] ).

We have considered the remaining contentions and find them unavailing.