SAMSUNG ELECTRONICS CO LTD v. MPEG LA (2025)

Order, Supreme Court, New York County (Melissa A. Crane, J.), entered September 10, 2024, which, to the extent appealed from as limited by the briefs, denied in part defendant's motion for leave to renew plaintiff's motion for summary judgment, or, alternatively, for relief from the judgment, unanimously affirmed, with costs.

Supreme Court providently denied leave to renew.  Previously, this Court held that a June 2020 vote on an amendment by the parties to the agreement among licensors (AAL), which reduced plaintiff's royalty allocations, was invalid, as it “did not have the number of votes required to pass,” and we affirmed the April 11, 2024 judgment of Supreme Court awarding damages to plaintiff (Samsung Elecs. Co., Ltd. v. MPEG LA, L.L.C., 235 A.D.3d 603, 603–604, 231 N.Y.S.3d 94 [1st Dept. 2025]).  In or around February 2024, after summary judgment was granted and after defendant appealed from the underlying order, but before judgment was entered, defendant purported to conduct another vote of the parties to the AAL, which resulted in a March 12, 2024 resolution purporting to ratify the prior invalid vote and to make that ratification retroactive to July 1, 2020, the effective date stated in the invalid amendment resolution.

Even assuming that the 2024 vote constitutes a “new fact[ ] not offered on the prior motion,” it nonetheless would not “change the prior determination” (CPLR 2221[e][2];  see also N.Y. Park N. Salem Inc. v. ADBH 22nd Floor Inc., 236 A.D.3d 573, 573–574, 228 N.Y.S.3d 560 [1st Dept. 2025]).  Under the clear terms of the AAL, which sets the voting threshold for amendments to the contract itself (AAL § 6.1), the failure to receive enough votes renders the amendment void ab initio (see Gallagher v. Crotty, 226 A.D.3d 426, 426–427, 210 N.Y.S.3d 15 [1st Dept. 2024];  see also Gibber v. Colton, 140 A.D.3d 660, 660, 33 N.Y.S.3d 719 [1st Dept. 2016];  Kensington Terrace Apts., LLC v. 160 Ocean Parkway Owners Corp., 23 Misc.3d 1105[A], 2009 N.Y. Slip Op. 50602[U], *3–4, 2009 WL 939934 [Sup. Ct., Kings County 2009]).  As such, there was no voidable action by someone purporting to have authority to be ratified (see Chemical Bank v. Affiliated FM Ins. Co., 196 F.3d 373, 375–376 [2d Cir.1999], cert denied 531 U.S. 1074, 121 S.Ct. 767, 148 L.Ed.2d 667 [2001], quoting Holm v. C.M.P. Sheet Metal, Inc., 89 A.D.2d 229, 232, 455 N.Y.S.2d 429 [4th Dept. 1982] [“Ratification is the express or implied adoption of the acts of another by one for whom the other assumes to be acting, but without authority,” which “relates back [to] and supplies original authority” for a prior action];  compare Board of Mgrs. of Soho Greene Condominium v. Clear, Bright & Famous LLC, 106 A.D.3d 462, 463, 965 N.Y.S.2d 867 [1st Dept. 2013];  Talbot v. Harrison, 150 Misc. 798, 799, 270 N.Y.S. 171 [Sup. Ct., New York County 1932], affd 240 A.D. 957, 268 N.Y.S. 875 [1st Dept. 1933]).

We disagree that granting leave to renew would be “in the interests of justice and substantive fairness” (Rancho Santa Fe Assn. v. Dolan–King, 36 A.D.3d 460, 462, 829 N.Y.S.2d 39 [1st Dept. 2007]).  On the contrary, plaintiff is entitled under the AAL to receive the royalties it has been awarded (see Samsung Elecs. Co., Ltd., 235 A.D.3d at 603, 231 N.Y.S.3d 94).  Upholding defendant's belated attempt to re-vote the amendment and make it apply at any time prior to March 2024, well after plaintiff challenged the validity of the 2020 vote and only in response to Supreme Court's now-affirmed determination, would be inequitable.

For the same reason, we decline to vacate the judgment “upon such terms as may be just” (CPLR 5015[a]), regardless of whether it constitutes “newly-discovered evidence” (CPLR 5015[a][2];  see also Nash v. Port Auth. of N.Y. & N.J., 22 N.Y.3d 220, 226, 980 N.Y.S.2d 880, 3 N.E.3d 1128 [2013];  Woodson v. Mendon Leasing Corp., 100 N.Y.2d 62, 68, 760 N.Y.S.2d 727, 790 N.E.2d 1156 [2003]).

We have considered defendant's remaining contentions and find them unavailing.