Justia New York Court of Appeals Opinion Summaries

Plaintiffs claimed they were fraudulently induced to sell their ownership interests in a company they co-owned with one of the defendants, and fraudulently induced to release defendants from claims arising out of that ownership. At issue was whether the appellate court erred in finding that plaintiffs' claims were barred by the general release they granted defendants in connection with the sale of their interest. The court held that the release was intended to bar the very claims that plaintiffs have brought and that plaintiffs failed to allege that the release was induced by any fraud beyond that contemplated in the release. The court also held that the fraudulent statements plaintiffs point to could not support a conclusion that the release was fraudulently induced, since plaintiffs alleged that they released defendants from claims relating to the sale of their Telmex Wireless Ecuador LLC units without conducting minimal diligence to determine the true value of what they were selling. The court further held that the appellate division majority was therefore correct in concluding that, fully crediting plaintiffs' allegations, they would not be able to prevail as a matter of law. Accordingly, the order of the appellate division was affirmed. View "Centro Empresarial Cempresa S.A. v. America Movil, S.A.B. de C.V." on Justia Law

Plaintiff sued a former employee after a number of the former employee's clients left plaintiff's wealth management and investment advisory firm for the firm that the former employee currently works at. The United States Court of Appeals for the Second Circuit certified the following question for the court: "What degree of participation in a new employer's solicitation of a former employer's client by a voluntary seller of that client's good will constitutes improper solicitation?" In answering the certified question, the court continued to apply its precedents in Von Breman v. MacMonnies and Mohawk Maintenance Co. v. Kessler and held that the "implied covenant" barred a seller of "good will" from improperly soliciting his former clients. The court also held that, while a seller may not contact his former clients directly, he may, "in response to inquiries" made on a former client's own initiative, answer factual questions. The court further held that the circumstances where a client exercising due diligence requested further information, a seller may assist his new employer in the "active development... of a plan" to respond to that client's inquires. Should that plan result in meeting with a client, a seller's "largely passive" role at such a meeting did not constitute improper solicitation in violation of the "implied covenant." As such, a seller or his new employer may then accept the trade of a former client.