Alexander & Alexander of New York Inc. v. Fritzen
Decision Date | 26 November 1985 |
Citation | 114 A.D.2d 814,495 N.Y.S.2d 386 |
Parties | ALEXANDER & ALEXANDER OF NEW YORK INC., et al., Plaintiffs-Respondents, v. Harry W. FRITZEN, Jr., et al., Defendants, and James W. Barber, Defendant-Appellant, and Trans Atlantic Brokerage Corp. et al., Defendants. |
Court | New York Supreme Court — Appellate Division |
R.A. Nachman, New York City, for plaintiffs-respondents,
S.A. Tsimbinos, Kew Gardens, for defendant-appellant.
Before MURPHY, P.J., and SULLIVAN, ROSS, KASSAL and ELLERIN, JJ.
Order, Supreme Court, New York County (Clifford A. Scott, J.), entered February 4, 1985, which denied appellant Barber's motion for summary judgment dismissing Alexander's complaint as to him and granted Alexander's cross-motion to consolidate the action with another action in said court brought by Albert G. Ruben & Co., Inc. (New York), unanimously reversed, on the law and in the exercise of discretion, without costs or disbursements, to grant summary judgment dismissing Alexander's complaint as against appellant and grant consolidation to the extent of directing a joint trial of the two actions.
Albert G. Ruben & Co., Inc. (New York) ("AGR"), commenced an action (action No. 1) against appellant, three former employees and two corporations, alleging a conspiracy to divert business from AGR through unfair competition, misrepresentations and breach of duty. On a prior appeal in that action, we affirmed an order which had denied appellant's motion to dismiss, without prejudice to renewal after discovery proceedings had been completed. (Albert G. Ruben & Co., Inc. v. Fritzen, 101 A.D.2d 795, 476 N.Y.S.2d 324)
During the pendency of the appeal in action No. 1, another action (action No. 2) was commenced by respondent Alexander & Alexander of New York, Inc. ("A & A") in a complaint setting forth essentially the same causes of action as presented in action No. 1 by AGR. A & A alleges that appellant had been employed by it in the early 1970's, until November 1, 1976, when Barber began working for AGR as head of its New York office. In that capacity, he supervised defendants Fritzen and Bikoff and hired defendant Pierro, all employees of AGR, an insurance brokerage firm which specialized in insurance for the entertainment industry.
On June 30, 1978, Barber resigned from AGR and became risk manager for Warner Communications, Inc. ("Warner"), responsible for the placement of Warner's insurance through various brokers and agents. Warner had previously been a major account of AGR. A & A alleges that Fritzen, Bikoff and Pierro, who had an interest in the corporate defendants, conspired with appellant, initially when all were employed by AGR, in such a manner that the Warner account and business were diverted to other brokerage firms, resulting in a loss to both AGR (which is not a party in action No. 2) and A & A. Relying on a claim of disloyalty to A & A by reason of Fritzen's, Bikoff's and Pierro's status as salaried employees of AGR, A & A claims that it has been substantially damaged by the diversion of business to the corporate defendants.
A & A's complaint charges the defendants with conspiracy, unfair competition and tortious and malicious interference with its business relationships. As against appellant, only four causes of action are alleged. The first charges a conspiracy to divert specific contracts; the fifth cause of action is for tortious interference with A & A's employment relationship with Fritzen and Bikoff; the sixth cause for prima facie tort; and, the seventh for injurious falsehood.
It clearly appears that, as against appellant, A & A has no standing on either its first or fifth causes of action. The complaint alleges that A & A is the parent corporation of the California based Albert G. Ruben & Co., Inc., which, in turn, is the corporate parent of AGR. As a result, AGR is a second tier subsidiary of A & A. In papers submitted at Special Term and on this appeal, plaintiff contends that the complaint misdescribed the relationship between the corporations and that, in fact, A & A and AGR are both subsidiaries of the parent corporation, Alexander & Alexander, Inc. In either case, since, apparently, both A & A and AGR are separate and distinct entities, with neither exercising complete dominion and control over the other, there is no basis upon which A & A may interpose a claim for tortious interference with the employment relationships between AGR and its employees, Fritzen, Bikoff and Pierro. (cf. Gulf & Western Corp. v. New York Times Co., 81 A.D.2d 772, 773, 439 N.Y.S.2d 13; Musman v. Modern Deb, Inc., 50 A.D.2d 761, 762, 377 N.Y.S.2d 17) These and other cases recognize that, in terms of legal responsibility, parent, subsidiary or affiliated corporations are treated separately and independently and one will not be held liable for the contractual obligations of the other, unless it is shown that there was an exercise of complete dominion and control. There was no such showing here. Similarly, one corporation will generally not have legal standing to exercise the rights of other associated corporations. As...
To continue reading
Request your trial-
Bnp Paribas Mortgage Corp.. v. Bank of Am.
...a parent corporation lacks standing to sue for injuries allegedly sustained by its subsidiary); Alexander & Alexander of N.Y. Inc. v. Fritzen, 114 A.D.2d 814, 495 N.Y.S.2d 386, 388 (1985) (“[O]ne corporation will generally not have the legal standing to exercise the rights of other associat......
-
Bank of America Corp. v. Lemgruber
...entities and a contract under the corporate name of one is not treated as that for both"); Alexander & Alexander of New York, Inc. v. Fritzen, 114 A.D.2d 814, 815, 495 N.Y.S.2d 386 (1st Dep't.1985), ("One corporation will generally not have legal standing to exercise the rights of other ass......
-
Piesco v. City of New York, Dept. of Personnel
...89 Civ. 1726, 1989 U.S. Dist. LEXIS 11263 (S.D.N.Y. Sept. 22, 1989); Dalton, 520 N.Y.S.2d at 767; Alexander & Alexander, Inc. v. Fritzen, 114 A.D.2d 814, 495 N.Y.S.2d 386, 389 (1st Dep't 1985). CONCLUSION For the reasons expressed above, defendants' motion for summary judgment is granted in......
-
Terry v. Incorporated Village of Patchogue, 2009 NY Slip Op 30941 (N.Y. Sup. Ct. 4/26/2009)
...cause of action of injurious falsehood fails to specify with particularity the alleged falsehood (see, Alexander & Alexander of N.Y. v. Fritzen, 114 A.D.2d 814, 816-817, 495 N.Y.S. 2d 386), and it is also The twenty-first cause of action alleges that it is a claim for "conspiracy, extortion......