Friedman v. Wahrsager
848 F. Supp. 2d 278
E.D.N.Y2012Background
- Receiver appointed in BOA Action to recover NYMP assets and oversee Corporate Guarantors; Wahrsagers alleged as NYMP officers; 28 claims including fraudulent conveyance; motion to dismiss under Rule 12(b)(6) addressed; some claims dismissed, others survive.
- Case facts: NYMP loan with LaSalle/BOA; alleged sabotage activities; transfer of assets to Central Station; contracts terminated; data wiped; receivership and related corporate structure explained.
- Relief sought includes injunction, access, set-aside of conveyances, and damages; Court evaluates pleadings for plausibility under Twombly/Iqbal.
- Court finds standing exists for fraudulent conveyance claims on behalf of Corporate Guarantors; some claims questioned but not all are dismissed.
- Several tort and quasi-contract claims survive against Wahrsagers and Central Station; USMP's liability limited or dismissed on certain counts.
- Procedural posture: partial grant of motion to dismiss; remaining claims to answer; case referred for discovery and pretrial supervision.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing to assert fraudulent conveyance claims | Friedman represents Corporate Guarantors as creditors. | Defendants claim receiver lacks standing; NYMP alone would suffice. | Receiver has standing to sue on behalf of Corporate Guarantors. |
| Sufficiency of DCL 273-275 claims without actual intent | Alleged conveyance without fair consideration supports §273-275. | Need stronger proof of insolvency, unreasonably small capital, or debt incurrence. | Pleadings adequately state claims under §§273-275. |
| Fraudulent conveyance with actual intent under §276 | Need not prove intent with certainty; badges of fraud support. | §276 requires heightened particularity. | Claims under §276 survive with Rule 9(b) heightened pleading. |
| Tortious interference with contract by Wahrsagers | Officers interfered with contracts to move customers to Central Station. | Employees acted within authority; still, claims dismissed for USMP. | Claims against Wahrsagers survive; USMP claims dismissed. |
| Declaratory relief standing and mootness | Declaration of Bank of America lien status is useful. | Bank of America not party; relief unnecessary. | Declaratory relief dismissed for lack of standing/utility. |
Key Cases Cited
- Twombly v. Bell Atl. Corp., 550 U.S. 544 (U.S. 2007) (pleading must state plausible claim, not mere conjecture)
- Iqbal v. Ashcroft, 556 U.S. 662 (U.S. 2009) (two-step plausibility standard; conclusions must be supported by facts)
- Eberhard v. Marcu, 530 F.3d 122 (2d Cir. 2008) (definition of creditor standing in fraudulent conveyance actions)
- Carvel Corp. v. Noonan, 3 N.Y.3d 182 (N.Y. 2004) (greater protection for existing contracts in tortious interference claims)
- Ashland Mgmt. v. Janien, 82 N.Y.2d 395 (N.Y. 1993) (six factors for trade secret misappropriation inquiry)