GLANZER v. KEILIN BLOOM LLC

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Supreme Court, Appellate Division, First Department, New York.

Michael GLANZER, et al., Plaintiffs-Appellants, v. KEILIN & BLOOM LLC, et al., Defendants-Respondents.

Decided: March 29, 2001

ROSENBERGER, J.P., WILLIAMS, ANDRIAS, WALLACH and SAXE, JJ. Pearl Zuchlewski, for Plaintiffs-Appellants. Robert S. Smith, for Defendants-Respondents.

Order, Supreme Court, New York County (Ira Gammerman, J.), entered December 17, 1999, which, insofar as appealed from, granted defendants' motion to dismiss plaintiffs' causes of action for fraud, negligent misrepresentation and breach of contract for failure to state a cause of action, unanimously affirmed, without costs.

 Plaintiffs allege that they were recruited and then induced to remain with defendant investment banking firm by false promises of substantial compensation consistent with industry standards for senior investment advisors, including an equity interest in the firm “as soon as it could be determined that there was a ‘fit’ among all parties”;  that although plaintiffs performed their work in a superior manner, defendants did not compensate them as promised;  that defendants' promises were made with an intent not to keep them;  and that as a result of their reliance on these misrepresentations, plaintiffs suffered a loss of career growth and potential as well as various professional opportunities.   These allegations do not state a cause of action for fraud, there being no showing of a misrepresentation collateral to the alleged breach of contract (compare, Deerfield Communications Corp. v. Chesebrough-Ponds, Inc., 68 N.Y.2d 954, 956, 510 N.Y.S.2d 88, 502 N.E.2d 1003, with New York Univ. v. Continental Ins. Co., 87 N.Y.2d 308, 318-319, 639 N.Y.S.2d 283, 662 N.E.2d 763;  see also, Smart Egg Pictures v. New Line Cinema Corp., 213 A.D.2d 302, 624 N.Y.S.2d 150;  Caniglia v. Chicago Tribune-New York News Syndicate, 204 A.D.2d 233, 612 N.Y.S.2d 146), negligent misrepresentation, there being no showing of a special relationship of trust or confidence (see, Hudson Riv. Club v. Consolidated Edison Co., 275 A.D.2d 218, 220, 712 N.Y.S.2d 104), or breach of contract, the terms used to describe plaintiffs' rights under the alleged contract-“substantial income”, “market rate”, “equity interest”-being too indefinite to permit enforcement (see, Matter of 166 Mamaroneck Ave. Corp. v. 151 E. Post Road Corp., 78 N.Y.2d 88, 91-92, 571 N.Y.S.2d 686, 575 N.E.2d 104).