THOMAS HORNING INDIVIDUALLY AND ON BEHALF OF WISE BLOCK LLC AND ITS MEMBERS DERIVATIVELY PLAINTIFF APPELLANT v. THOMAS MILLAR EASTERN MARKET DEVELOPMENT LLC VINA BONNER DEFENDANTS RESPONDENTS ET AL DEFENDANT (2025)

MEMORANDUM AND ORDER

It is hereby ORDERED that the judgment so appealed from is unanimously modified on the law by vacating the second decretal paragraph dismissing the declaratory judgment cause of action against defendant Eastern Market Development LLC and that part of the fifth decretal paragraph dismissing the declaratory judgment cause of action against defendant Thomas Millar, and by granting judgment in favor of those defendants as follows:

It is ADJUDGED and DECLARED that defendants Thomas Millar and Eastern Market Development LLC were valid members of J.B. Wise Block, LLC under the operating agreement at the time they voted to sell the property owned by J.B. Wise Block, LLC and thus any action taken based upon their vote was not void,

and as modified the judgment is affirmed without costs.

Memorandum: Plaintiff commenced this action alleging, inter alia, that defendants Thomas Millar and Eastern Market Development LLC (Eastern Market) (collectively, defendants) breached the operating agreement of J.B. Wise Block, LLC (company) in several respects and that one such breach made defendants’ membership interest invalid at the time they voted to sell the property owned by the company, thereby rendering void any action taken based upon their vote. Plaintiff now appeals from a judgment entered after a bench trial that, inter alia, dismissed the breach of contract and declaratory judgment causes of action against Eastern Market and dismissed the declaratory judgment cause of action against Millar.

Where, as here, the appeal follows a nonjury trial, “the Appellate Division has ‘authority ․ as broad as that of the trial court ․ and ․ may render the judgment it finds warranted by the facts’ ” (Sweetman v Suhr, 159 AD3d 1614, 1615 [4th Dept 2018], lv denied 31 NY3d 913 [2018], quoting Northern Westchester Professional Park Assoc. v Town of Bedford, 60 NY2d 492, 499 [1983]; see Buchmann v State of New York, 214 AD3d 1412, 1413 [4th Dept 2023]). “Nonetheless, the decision of the fact-finding court should not be disturbed upon appeal unless it is obvious that the court's conclusions could not be reached under any fair interpretation of the evidence” (Unger v Ganci [appeal No. 2], 200 AD3d 1604, 1605 [4th Dept 2021] [internal quotation marks omitted]; see Thoreson v Penthouse Intl., 80 NY2d 490, 495 [1992], rearg denied 81 NY2d 835 [1993]; Davis v Hinds, 215 AD3d 1242, 1243 [4th Dept 2023]). Moreover, when conducting such a review, we must view the record “in the light most favorable to sustain the judgment” (Farace v State of New York, 266 AD2d 870, 871 [4th Dept 1999]; see A&M Global Mgt. Corp. v Northtown Urology Assoc., P.C., 115 AD3d 1283, 1286 [4th Dept 2014]).

Upon conducting that review, we conclude that there is a fair interpretation of the evidence supporting Supreme Court's well-reasoned determinations. We note only that, contrary to plaintiff's contention that Millar breached the paragraph of the operating agreement requiring payment of the company's preexisting debts, we conclude, albeit for a reason different from that of the court, that plaintiff failed to prove that Millar breached that paragraph inasmuch as the evidence did not establish that the company had such debts prior to the effective date of the operating agreement. We have considered plaintiff's remaining specific contentions, and we conclude that they do not require a different result.

The court nonetheless erred in dismissing the cause of action seeking declaratory judgment against defendants rather than declaring the rights of the parties (see Pless v Town of Royalton, 185 AD2d 659, 660 [4th Dept 1992], affd 81 NY2d 1047 [1993]; Hirsch v Lindor Realty Corp., 63 NY2d 878, 881 [1984]; Jones v Town of Carroll, 225 AD3d 1271, 1273 [4th Dept 2024], lv dismissed 42 NY3d 1045 [2024]). We therefore modify the judgment accordingly.

Entered: November 21, 2025

Ann Dillon Flynn

Clerk of the Court