INNOVATIVE SECURITIES LTD v. LTD (2025)

Order, Supreme Court, New York County (Andrew Borrok, J.), entered on or about December 2, 2024, which granted defendant Prime Capital LTD.'s (Prime) motion for summary judgment dismissing the complaint as against it, unanimously affirmed, with costs.

Prime established its prima facie burden on its summary judgment motion, and plaintiff failed to raise a triable issue of fact in opposition.  This Court previously affirmed the dismissal of the complaint as against codefendants OBEX Securities LLC and Randy Katzenstein, relying on the fact that, as Prime established on its own motion, plaintiff admitted that it received and signed the account agreement at issue here (Innovative Sec. Ltd. v. OBEX Sec. LLC, 231 A.D.3d 646, 646, 222 N.Y.S.3d 5 [1st Dept. 2024]).  Plaintiff has failed to raise a triable issue of fact concerning the agreement's enforceability.  Thus, the first cause of action was properly dismissed on the merits.  Accordingly, we need not consider whether the law of the case doctrine applies.

The court properly granted summary judgment dismissing the fraudulent inducement cause of action, as the record establishes that plaintiff had the means of discovering, by the exercise of ordinary intelligence, the potential consequences of those terms of the agreement that it alleges caused it to suffer damages (see Woods v. 126 Riverside Dr. Corp., 64 A.D.3d 422, 423, 882 N.Y.S.2d 106 [1st Dept. 2009], lv denied 14 N.Y.3d 704, 2010 WL 606286 [2010]).  It is significant that plaintiff is a sophisticated party (see U.S. Legal Support, Inc. v. Eldad Prime, LLC, 125 A.D.3d 486, 487, 5 N.Y.S.3d 1 [1st Dept. 2015]).  Moreover, it has not pleaded any specific misrepresentations or concealment (see Innovative Sec. Ltd. at 647, 222 N.Y.S.3d 5).

The breach of fiduciary duty and unjust enrichment causes of action were properly dismissed, because the account agreement controls the relevant subject matter (see Clark–Fitzpatrick, Inc. v. Long Is. R.R. Co., 70 N.Y.2d 382, 388, 521 N.Y.S.2d 653, 516 N.E.2d 190 [1987];  Celle v. Barclays Bank P.L.C., 48 A.D.3d 301, 302, 851 N.Y.S.2d 500 [1st Dept. 2008]).