Yatter v. William Morris Agency, Inc.
| Decision Date | 29 December 1998 |
| Citation | 256 A.D.2d 260,682 N.Y.S.2d 198 |
| Parties | 1998 N.Y. Slip Op. 11,464 Ronald YATTER, Plaintiff-Appellant, v. WILLIAM MORRIS AGENCY, INC., Defendant-Respondent. |
| Court | New York Supreme Court — Appellate Division |
Dan M. Rice, for Plaintiff-Appellant.
David B. Shontz, for Defendant-Respondent.
MILONAS, J.P., ROSENBERGER, ELLERIN and ANDRIAS, JJ.
Order, Supreme Court, New York County (Charles Ramos, J.), entered June 30, 1997, which granted defendant's motion to dismiss the amended complaint to the extent of dismissing the first and second causes of action, unanimously reversed, on the law, with costs, and the first and second causes of action reinstated.
As to plaintiff's first cause of action for breach of contract, we find that plaintiff's allegations are sufficient to withstand defendant's motion to dismiss pursuant to CPLR 3211(a)(1) and (7). The nature of the breach, at least with respect to the shareholders' agreement, was adequately pleaded, given the allegations in the complaint together with plaintiff's affidavit and the contract itself, which was attached to the pleadings (see, e.g., Merrill Lynch, Pierce, Fenner & Smith v. Chipetine, 221 A.D.2d 284, 287, 634 N.Y.S.2d 469; see also Jaffe v. Paramount Communications, Inc., 222 A.D.2d 17, 22-23, 644 N.Y.S.2d 43). As to the documentary evidence defense, in our view, the IAS court erred in concluding at this stage of the litigation that the contested provisions of the shareholders' agreement cannot be read to impose any obligation on defendant to disapprove the accountants' valuation of a departing employee's stock under any circumstances.
As to both the breach of contract claim and the second cause of action, for breach of fiduciary duty, we find that plaintiff possessed an individual cause of action with respect to the alleged intentional undervaluation of his shares for purposes of their repurchase by defendant (as opposed to an actual decrease in the stock's value), contrary to the IAS court's conclusion that only a derivative cause of action would lie for such claim.
We further find that, as to plaintiff's second cause of action, for breach of fiduciary duty, facts relating to this claim are particularly within defendant's knowledge, and, just as the IAS court declined to dismiss plaintiff's fraud claim as insufficiently pleaded under CPLR 3016(b) for this reason, it should have declined to dismiss the fiduciary claim on the same ground.
In light of our...
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