Goodworldcreations, L.L.C. v. Albright
1:14-cv-03848
S.D.N.Y.Aug 17, 2015Background
- Crowdnetic sued Albright seeking declaratory judgment that Crowdnetic owns NowStreet and that Albright cannot unwind the purchase.
- Albright sold NowStreet to Crowdnetic in January 2014 under a Purchase Agreement; NowStreet owned 1/3 of Lendlt Conference, LLC.
- Albright allegedly assisted a Lendlt-related platform; Crowdnetic alleges Albright sabotaged access to NowStreet and Lendlt assets after sale.
- Albright contends she was promised a long-term employment agreement through August 2016 with compensation and equity, but Crowdnetic allegedly failed to finalize or honor it.
- Crowdnetic asserted claims for tortious interference with contract and business relations; Albright counterclaimed for breach of contract, fraud, and securities fraud.
- The court denied Albright’s motion to dismiss Counts II and III of Crowdnetic’s complaint; granted in part and denied in part Crowdnetic’s motion to dismiss Albright’s counterclaim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Tortious interference with contract viability | Crowdnetic asserts NowStreet had a valid contract with Lendlt via ownership rights. | Albright allegedly interfered with that contract’s performance and benefits. | Crowdnetic states a plausible contract-interference claim. |
| Tortious interference with business relations viability | Albright’s actions damaged Crowdnetic’s business relationships with Lendlt and Lend Academy, among others. | Albright argues no direct injury to identifiable third-party relations or improper means. | Claim survives; possible wrongful interference shown. |
| Breach of contract claim by Albright | Albright alleges a January 2014 long-term employment agreement through August 2016 was formed with definite terms. | Agreement allegedly not memorialized in writing; Statute of Frauds may bar enforcement unless a one-year possibility exists. | Plaintiff states a plausible contract claim; Statute of Frauds not applicable at this stage due to contingencies. |
| Fraud and securities fraud claims by Albright | Albright alleges Crowdnetic misrepresented employment terms and misled about ownership/vested options. | Albright’s fraud claims duplicate contract claims and fail Rule 9(b) and PSLRA requirements. | Fraud and securities fraud claims are dismissed. |
Key Cases Cited
- D & N Boening, Inc. v. Kirsch Beverages, Inc., 63 N.Y.2d 449 (N.Y. 1984) (oral employment terms may fall outside Statute of Frauds if terminable within one year)
- Subaru Distribs. Corp. v. Subaru of Am., Inc., 425 F.3d 119 (2d Cir. 2005) (third-party beneficiary status requires contract intent to benefit the plaintiff)
- S. Cherry St., LLC v. Hennessee Grp. LLC, 573 F.3d 98 (2d Cir. 2009) (oral contracts terminable within one year may be outside Statute of Frauds)