ABHEIGHTS INC v. VIEWPARK LLC (2026)

Plaintiff Jack Stallings wrote a screenplay called Abandon Heights and owns it through his company, plaintiff ABheights Inc.

According to the allegations of the complaint, in August 2023, defendants Krysanne Katsoolis and ViewPark LLC approached plaintiffs about a joint venture to finance and produce the film. Katsoolis represented that she controlled a $200 million investor fund and could commit $5 million to the project. The parties entered into an oral agreement: Katsoolis and ViewPark would provide the financing in exchange for distribution rights and a share of profits; Stallings would direct for $225,000 in three installments; and ABheights would receive 20% of the producers' share of profits.

Starting in October 2023, Katsoolis directed plaintiffs to arrange bridge loans to ViewPark from third parties—friends, family members, and film-industry contacts—as a precondition to releasing the main investment. Plaintiffs arranged four such loans totaling roughly $113,000 between November 2023 and April 2024. The loan agreements named Viewpark Ventures as the borrower. In April 2024, Katsoolis emailed prospective lenders claiming that a corporate bond at Euroclear, insured by Lloyd's of London, had been funded and that $4 million had been allocated to the film. (NYSCEF No. 2.) Production never commenced. The loans were never repaid. Defendants continued to represent that financing was forthcoming through late 2024 and into 2025. As of the filing of this complaint in October 2025, nothing had changed.

Plaintiffs have asserted numerous causes of action against defendants, sounding in fraud, breach of fiduciary duty, breach of contract, and related legal theories. On motion sequence 001, defendants move under CPLR 3211 (a) (1), (a) (3), and (a) (7) to dismiss the complaint. On motion sequence 002, defendants move under CPLR 3024 to strike allegations in the complaint; and seek an order sealing the complaint or directing redaction of the allegations to which defendants object.

The motion to dismiss is granted in part and denied in part. The motion to strike and seal is denied.

DISCUSSION

I. The Branch of Defendants' Motion Seeking Dismissal under CPLR 3211 (a) (3) (Mot Seq 001)

Defendants move to dismiss plaintiffs' claims based on the bridge loans for lack of standing. Defendants argue that plaintiffs were not party to the bridge-loan agreements, and that as a result plaintiffs lack standing to assert claims arising from defendants' alleged conduct relating to the bridge loans. (See NYSCEF No. 7 at 2-3.) But plaintiffs have alleged that these loans were made in connection with a joint venture in which plaintiffs participated; and that defendants' conduct with respect to the bridge loans caused direct monetary and reputational harm to plaintiffs, in particular. No more is required to survive a standing challenge under CPLR 3211 (a) (3). (See Society of Plastics Indus. v County of Suffolk, 77 NY2d 761, 772-774 [1991] [discussing injury requirement for standing].)

The contrary authority cited by defendants is a federal-court decision applying federal standing principles. (See NYSCEF No. 7 at 2, citing Rajamin v Deutsche Bank Natl. Trust Co., 757 F3d 79, 84-86 [2d Cir 2014].) To the extent that Rajamin could be read as holding more broadly as a matter of New York law that lack of privity goes to whether plaintiffs would lack standing to sue, as opposed to lacking a cause of action, this court is not bound by, and respectfully declines to follow, that holding. Decisions of the New York appellate courts, which do bind this court, make clear that lack of privity goes to the merits of plaintiffs' claims—i.e., whether or not plaintiffs have stated (or have) a cause of action—not to their standing to assert the cause of action in the first place. (See e.g. Mendel v Henry Phipps Plaza W., Inc., 16 AD3d 112, 113 [1st Dept 2004] [affirming the motion court's dismissal of the breach-of-contract claim for failure to state a cause of action under CPLR 3211 [a] [7], because plaintiffs were not parties to the contract nor intended third-party beneficiaries, leaving them "without standing to prosecute their causes seeking relief under the agreement"], affd 6 NY3d 783 [2006].)

The branch of defendants' motion seeking dismissal under CPLR 3211 (a) (3) is denied.

II. The Branch of Defendants' Motion Seeking Dismissal under CPLR 3211 (a) (1) (Mot Seq 001)

A motion to dismiss under CPLR 3211 (a) (1) should be granted only when the documentary evidence "utterly refutes" the plaintiff's allegations—a demanding standard that affidavits alone cannot satisfy. (Goshen v Mutual Life Ins. Co. of NY, 98 NY2d 314, 326 [2002]; see Flowers v 73rd Townhouse LLC, 99 AD3d 431, 431 [1st Dept 2012].)

Defendants argue that plaintiffs' claims arising from the bridge loans are subject to dismissal under CPLR 3211 (a) (1). This argument is unpersuasive.

Defendants rely on three aspects of the loan agreements: (i) they reflect loans made by third parties (not by plaintiffs), (ii) to Viewpark Ventures (not to defendant ViewPark), without (iii) any personal guarantee by Katsoolis. (See NYSCEF No. 7 at 2.) But the fact that plaintiffs were not parties to the bridge loans does not, standing alone, conclusively refute any claims by plaintiffs to enforce the terms of the bridge-loan agreements.

Additionally, that Katsoolis is not individually a party to, or guarantor of, the bridge loans does not mean that no liability against her could arise out of the loans or the circumstances under which they were made. For example, plaintiffs are not premising their claims against Katsoolis on her status as obligor or guarantor. Rather, they have sued her as the architect of an alleged fraudulent scheme related to the loans—i.e., as the person who made the (mis)representations, directed plaintiffs to procure the bridge loans, and then allegedly diverted the loan proceeds to her personal use.

A corporate officer who participates in a tort is personally liable for it regardless of whether the officer acted in an official capacity. (American Express Travel Related Servs. Co. v North Atl. Resources, 261 AD2d 310, 311 [1st Dept 1999].) On a fraud claim specifically, personal liability attaches if the officer participated in or had knowledge of the fraud, even without personal financial gain. (Pludeman v N. Leasing Sys., Inc., 10 NY3d 486, 491 [2008].)

This court is also unpersuaded that plaintiffs' claims against ViewPark are conclusively refuted by the fact that the bridge-loan agreements name "Viewpark Ventures LLC" as the borrower. Among other things, that putative ground for dismissal assumes that Viewpark Ventures LLC is an existing business entity with a separate legal existence from defendant ViewPark. Plaintiffs contest that assumption. Plaintiffs argue that—contrary to the recitals in the loan agreements—Viewpark Ventures LLC is not incorporated or registered to do business in New York; and that Viewpark Ventures is not the official trade name of a corporate entity operating in New York, either. (See NYSCEF No. 15 at ¶ 12.) Instead, plaintiffs say, the only "Viewpark" entity that actually does operate in New York is defendant ViewPark LLC. This court does not have occasion here to definitively determine whether plaintiffs are correct in their view that Viewpark Ventures is simply another guise under which defendant ViewPark operates. At a minimum, defendants have not shown that plaintiffs' claims against defendant ViewPark are conclusively refuted by the terms of the bridge-loan agreements.

III. The Branch of Defendants' Motion Seeking Dismissal under CPLR 3211 (a) (7) (Mot Seq 001)

In addition to making a documentary-evidence argument based on the terms of the bridge-loan agreements, defendants contend more broadly that the claims against them fail to state a cause of action and must therefore be dismissed under CPLR 3211 (a) (7). On a motion to dismiss under CPLR 3211 (a) (7), the court accepts the facts alleged as true and affords the plaintiff every favorable inference. (Leon v Martinez, 84 NY2d 83, 87-88 [1994].) This court applies this standard to each of plaintiffs' many causes of action in turn.¹

Fraud and Intentional Misrepresentation (First Cause of Action).

The central dispute with respect to plaintiffs' fraud cause of action is whether Katsoolis's statements about the $200 million fund and the Euroclear bond were forward-looking predictions—as defendants claim—or were instead misrepresentations of existing fact. To state a fraud claim, a plaintiff must allege a material misrepresentation of existing fact, knowledge of its falsity, intent to induce reliance, justifiable reliance, and damages. (Eurycleia Partners, LP v Seward & Kissel, LLP, 12 NY3d 553, 559 [2009].) Under CPLR 3016 (b), the circumstances must be stated in detail, as courts do not apply that requirement so strictly as to dismiss a valid claim when relevant facts are peculiarly within defendant's knowledge. (Pludeman, 10 NY3d at 491.)

Defendants' framing is too narrow. The complaint does not merely allege that Katsoolis promised financing that never materialized. It alleges that she affirmatively represented the present existence of a $200 million fund already committed to the project, and, later told prospective lenders that a corporate bond at Euroclear was already funded and insured by Lloyd's of London. Those are statements about things that either existed at the time or did not. Whether defendants in fact controlled such funds is a concrete fact peculiarly within their knowledge, and no documentary evidence in the record comes close to conclusively refuting the allegations. The motion is denied.

Negligent Misrepresentation (Second Cause of Action).

A negligent misrepresentation claim requires a special or privity-like relationship imposing a duty to impart correct information, incorrect information, and reasonable reliance. (Mandarin Trading Ltd. v Wildenstein, 16 NY3d 173, 180 [2011].) Defendants argue that no such relationship existed here—that they and plaintiffs were simply commercial counterparties.

The complaint tells a different story. It alleges that defendants specifically sought out plaintiffs, presented themselves as experienced film financiers with institutional backing, met with plaintiffs over an extended period, and personally directed the bridge-loan solicitation effort. A defendant who cultivates a position of confidence and trust with a plaintiff by holding out specialized financial expertise can be found to have created the required special relationship. (Kimmell v Schaefer, 89 NY2d 257, 263 [1996].) Accepting those allegations as true, the claim is adequately pleaded. The motion is denied.

Breach of Contract and Joint Venture Agreement (Third Cause of Action).

To plead a joint venture, a plaintiff must allege mutual intent to associate as venturers, mutual contribution, joint control, and a provision for sharing both profits and losses. The last of these elements is indispensable. (Slabakis v Schik, 164 AD3d 454, 455 [1st Dept 2018].) Defendants say there was no loss-sharing agreement and therefore no joint venture. But the complaint alleges at ¶ 11 that the parties agreed to share profits and losses as co-owners of the film. At this stage, that allegation must be accepted as true. The remaining elements—mutual contribution of services and capital, joint control over the production, and an agreed profit split—are also alleged in sufficient detail. The motion is denied.

Breach of Bridge Loan Contracts (Fourth Cause of Action).

Plaintiffs seek to enforce the bridge loan agreements as intended third-party beneficiaries. A third party may sue on a contract only when the parties affirmatively intended to benefit that third party; incidental benefit is not enough. (Dormitory Auth. of the State of NY v Samson Constr. Co., 30 NY3d 704, 710 [2018].) As noted above, the agreements run between the individual lenders and Viewpark Ventures. Plaintiffs are not mentioned. More significantly, though, the agreements contain express no-third-party-beneficiary clauses. (NYSCEF No. 6, Exs. A-E.) That language forecloses the third-party-beneficiary claim that plaintiffs now assert. The fourth cause of action is dismissed.

Conversion (Fifth Cause of Action).

Where a conversion claim involves money, the plaintiff must have owned the funds or held a superior right of possession over them at the relevant time. (Sh575 Holdings LLC v Reliable Abstract Co., 195 AD3d 429, 430 [1st Dept 2021].) Here, the bridge-loan proceeds went from the individual lenders directly to Viewpark Ventures. Plaintiffs owned neither the funds nor had any possessory right over them. Their stake was in the film project those funds were supposed to support—an indirect economic interest that does not sustain a conversion claim. The fifth cause of action is dismissed.

Civil Conspiracy to Commit Fraud (Sixth Cause of Action).

New York does not recognize an independent cause of action for civil conspiracy. (Alexander & Alexander of NY v Fritzen, 68 NY2d 968, 969 [1986].) The sixth cause of action is dismissed.

Breach of Fiduciary Duty (Seventh Cause of Action).

Defendants argue that this claim must be dismissed as duplicative of the breach-of-contract claim. A fiduciary-duty claim that merely restates a contract claim in different terms, seeking the same relief on the same facts, cannot survive. (Hylan Elec. Contr., Inc. v MasTec N. Am., Inc., 74 AD3d 1148, 1150 [2d Dept 2010].) However, when a plaintiff alleges misconduct that goes beyond nonperformance—e.g., affirmative deception and self-dealing—the fiduciary claim may proceed independently in addition to the contract claim. (Bullmore v Ernst & Young Cayman Is., 45 AD3d 461, 463 [1st Dept 2007].) Where a joint venture is validly formed, the venturers owe each other fiduciary duties akin to those of partners. (Meinhard v Salmon, 249 NY 458 [1928].)

Plaintiffs' complaint does not simply allege that defendants failed to fund the film. It alleges that from the outset, defendants misrepresented their financial capacity, diverted the loan proceeds to personal debts, and concealed this conduct throughout the relationship. That is affirmative deception, not mere contractual nonperformance. These allegations state a fiduciary-duty claim grounded in conduct distinct from the contract breach. (Tribeca Preparatory LLC v Aninias, 225 AD3d 508, 509 [1st Dept 2024].) The motion is denied.

Unjust Enrichment (Eighth Cause of Action).

Unjust enrichment is a quasi-contract remedy. It is available where no valid contract governs the dispute; but it cannot coexist with a claim for breach of a valid and enforceable contract covering the same subject matter. (Goldman v Metropolitan Life Ins. Co., 5 NY3d 561, 572 [2005]; see Ullmann-Schneider v Lacher & Lovell-Taylor, P.C., 123 AD3d 415, 416 [1st Dept 2014].) Plaintiffs themselves plead a valid joint-venture agreement, and their unjust enrichment claim rests on the same allegation: That defendants received the loan proceeds and failed to apply them properly. The two claims cannot stand together. The eighth cause of action is dismissed.

Prima Facie Tort (Ninth Cause of Action).

Prima facie tort requires that disinterested malevolence—not financial self-interest—be the sole motivation for the allegedly tortious conduct. (Freihofer v Hearst Corp., 65 NY2d 135, 142-143 [1985].) The complaint alleges that defendants diverted the loan proceeds to pay personal debts. That is a financial motive, which defeats the sole-motivation requirement. The ninth cause of action is dismissed.

Defamation and Commercial Disparagement (Tenth Cause of Action).

Defamation requires a false statement of fact, publication to a third party, fault, and either special harm or defamation per se. (Stepanov v Dow Jones & Co., Inc., 120 AD3d 28, 34 [1st Dept 2014].) Plaintiffs allege that defendants made false statements to third parties about plaintiffs' ownership of the film and their ability to produce it, causing reputational and economic harm. Those allegations are sufficient at the pleading stage.

Commercial disparagement is a related but distinct tort, requiring knowing publication of false and derogatory material specifically calculated to prevent others from dealing with the plaintiff. (Penn Warranty Corp. v DiGiovanni, 10 Misc 3d 998, 1003 [Sup Ct, NY County 2005].) Plaintiffs do not adequately allege that any third party actually declined to deal with them as a direct result of defendants' statements. That element is not met.

The defamation portion of the tenth cause of action survives. The commercial-disparagement portion is dismissed.

Gross Negligence and Reckless Misconduct (Eleventh Cause of Action).

A tort claim that alleges no duty independent of the parties' contractual obligations is duplicative of the contract claim. (Clark-Fitzpatrick, Inc. v Long Is. R.R. Co., 70 NY2d 382, 389-390 [1987].) Plaintiffs' gross-negligence and reckless-misconduct claims identify no independent duty. They rest entirely on defendants' obligations under the joint-venture agreement and are therefore duplicative. The eleventh cause of action is dismissed.

Violation of Judiciary Law § 487 (Twelfth Cause of Action).

Judiciary Law § 487 applies to attorney deceit in proceedings before New York courts; it does not extend to conduct outside litigation. (Doscher v Manatt, 148 AD3d 523, 524 [1st Dept 2017].) Plaintiffs do not allege that Katsoolis used her status as an attorney in any court proceeding. All the alleged misconduct occurred in the context of a private commercial transaction. The twelfth cause of action is dismissed.

Intentional Infliction of Emotional Distress (Thirteenth Cause of Action).

A claim for intentional infliction of emotional distress requires conduct "so extreme in degree and outrageous in character as to go beyond all possible bounds of decency." (Howell v New York Post Co., 81 NY2d 115, 121 [1993]; Wolkstein v Morgenstern, 275 AD2d 635, 636-637 [1st Dept 2000].) Sustained fraudulent misrepresentation and misappropriation of funds in a commercial venture, even if intentional and protracted, does not meet that standard. The thirteenth cause of action is dismissed.

Violations of the RICO Act (Fourteenth Cause of Action).

Civil RICO under 18 USC § 1962 (c) requires a plaintiff to plead conduct of a distinct enterprise through a pattern of racketeering activity. (Sedima, S.P.R.L. v Imrex Co., 473 US 479, 496 [1985]; see Simpson Elec. Corp. v Leucadia, Inc., 72 NY2d 450, 457 [1988] [state courts have concurrent jurisdiction to hear federal civil RICO claims].) The "person" conducting the enterprise must be distinct from the "enterprise" itself. (Cedric Kushner Promotions, Ltd. v King, 533 US 158, 161 [2001].) And because the predicate acts alleged here sound in fraud, they must be pleaded with particularity as to time, place, and content. (Moore v PaineWebber, Inc., 189 F3d 165, 173 [2d Cir 1999].)

The complaint fails on both counts. As to the enterprise, the only defendants are Katsoolis and her LLC. A person and her own company, operating in the ordinary course of their relationship, do not satisfy the requirement of a distinct person and entierprise for purposes of § 1962 (c). (Riverwoods Chautauqua Bank v Marine Midland Bank, 30 F3d 339, 344 [2d Cir 1994].) As to the pattern, plaintiffs point to two prior lawsuits against Katsoolis as evidence of similar conduct with other investors.² Those prior complaints may be relevant background, but they are not themselves predicate acts; and they do not cure the complaint's failure to identify specific fraudulent communications with the necessary particularity. What plaintiffs have pleaded is, at bottom, a single fraudulent scheme against one group of victims, which is not the kind of ongoing criminal enterprise that the statute was designed to address. (See Cofacredit, S.A. v Windsor Plumbing Supply Co., 187 F3d 229, 244 [2d Cir 1999].) The fourteenth cause of action is dismissed.

Declaratory Judgment and Permanent Injunction (Fifteenth and Sixteenth Causes of Action).

Defendants did not address these causes of action in their motion. The court declines to dismiss claims against which defendants have not moved.

IV. Defendants' Motion to Seal and Strike Allegations in the Complaint (Mot Seq 002)

On motion sequence 002, defendants move under CPLR 3024 (b) to strike "misleading, scandalous, and highly prejudicial allegations" made in plaintiffs' complaint; and to seal (or, alternatively redact) those portions of the complaint containing the allegations at issue. (NYSCEF No. 20 at 1 [notice of motion].) The motion is denied.

On a CPLR 3024 motion to strike, "the inquiry is whether the purportedly scandalous or prejudicial allegations are relevant to a cause of action." (Soumayah v Minnelli, 41 AD3d 390, 392 [1st Dept 2007]; accord Pisula v Roman Catholic Archdiocese of NY, 201 AD3d 88, 99-100 [2d Dept 2021] ["Allegations about matters that are irrelevant to the viability of a cause of action or defense, which are also scandalous or prejudicial to the adversary party, may be stricken from the pleading."].)

Defendants have not established the irrelevance of the allegations at issue. (See NYSCEF No. 22 [itemizing allegations that defendants seek to strike].) At most, defendants offer only the conclusory, unsupported assertion that these "detailed accusations . . . are unnecessary to establish the legal elements of Plaintiffs' claims." (NYSCEF No. 21 at 3 ¶ 18.) But this court's review of the complaint reflects instead that the allegations that defendants seek to strike instead go to the core of plaintiffs' claims against defendants. The request to strike is denied.

This court is also unpersuaded by defendants' arguments in favor of sealing. Defendants argue that the issues in this case do not "involve issues of public health, public safety, governmental conduct, consumer protection, or any other matter of legitimate public concern." (Id. at 1.) And they contend that plaintiffs' allegations of serious commercial wrongdoing by defendants have caused them reputational and business-related harms. (See id. at 2-3.) But the Appellate Division, First Department, has repeatedly emphasized "that the public has a powerful interest in open court proceedings." (Mosallem v Berenson, 76 AD3d 345, 349-350 [1st Dept 2010].) And the Court has also made clear that "neither the potential for embarrassment or damage to reputation, nor the general desire for privacy, constitutes good cause to seal court records." (Id. at 351.) This principle has all the more purchase here, when defendants' sealing motion is not about shielding preexisting documents from public view out of a desire for privacy, but about suppressing allegations against them of fraud, breach of fiduciary duty, and other forms of misconduct. The request to seal or redact is denied.

Accordingly, it is

ORDERED that the branches of defendants' motion seeking dismissal under CPLR 3211 (a) (1) and (a) (3) (mot seq 001) are denied; and it is further

ORDERED that the branch of defendants' motion seeking dismissal under CPLR 3211 (a) (7) (mot seq 001) is denied with respect to plaintiffs' first, second, third, seventh, fifteenth, and sixteenth causes of action, and the defamation branch of plaintiff's tenth cause of action; and the request for dismissal is granted with respect to plaintiffs' fourth, fifth, sixth, eighth, ninth, eleventh, twelfth, thirteenth, and fourteenth causes of action, and the commercial-disparagement branch of plaintiffs' tenth cause of action; and it is further

ORDERED that defendants' motion to strike allegations from plaintiffs' complaint and to seal or redact those allegations (mot seq 002) is denied; and it is further

ORDERED that defendants shall serve and file an answer in this action on or before May 20, 2026; and it is further

ORDERED that the parties shall appear before this court for a telephonic preliminary conference on June 5, 2026.

DATE 5/6/2026

FOOTNOTES

1.   Plaintiffs argue that Katsoolis's opening affirmation in support of dismissal (NYSCEF No. 6) should be disregarded because it does not comply with CPLR 2106. This court agrees that the affirmation does not satisfy CPLR 2106's requirements. But beyond serving as a vehicle to introduce the bridge-loan agreements—the authenticity of which is not in dispute—this affirmation does not include any factual representations or arguments that are absent from the accompanying memorandum of law (NYSCEF No. 7). The absence from the affirmation of the required CPLR 2106 vouching language is thus immaterial for purposes of this motion.

2.    Wolfman v ViewPark LLC (Index No. 155631/2023 [Sup Ct, NY County]) and Church v Katsoolis (Index No. 652372/2024 [Sup Ct, NY County]).

Gerald Lebovits, J.