Reinvent Golden Ridge LLC v. Kaliner
2025 NY Slip Op 31358(U)
N.Y. Sup. Ct., New York Cty.2025Background:
- Plaintiff, Reinvent Golden Ridge LLC, owns a property in New York and hired RoundSquare Builders, allegedly controlled by the Kaliners, to renovate it.
- The renovation was supposed to be substantially completed by May 2022 but was still incomplete as of September 2023; Plaintiff alleges poor performance, diversion of funds, and abandonment by the builder.
- Plaintiff asserts that the Kaliners diverted construction funds originally intended for the project to entities they also controlled (105TH LLC and 107TH LLC).
- Plaintiff initially filed for arbitration against RoundSquare for breach of contract and other claims, then brought this suit against the Kaliners and their LLCs for additional tort claims.
- Defendants moved to stay this litigation pending the arbitration's outcome and sought dismissal of certain claims for fraud and declaratory judgment.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Stay Pending Arbitration | No complete overlap of parties, damages, or claims between arbitration and this suit | Substantial overlap of factual issues; outcome of arbitration will impact this suit | Stay granted due to inextricably linked issues |
| Dismiss Fraudulent Inducement | Fraud is pled with requisite particularity; Kaliners misrepresented project status | Pleading insufficient; claim is non-actionable opinion/prediction | Fraud claim survives; adequately pled |
| Dismiss Declaratory Judgment (Veil-Piercing) | Entitled to declaratory relief on veil-piercing theory | Veil-piercing is a theory, not a separate cause of action | Dismissed; not a separate cause of action |
Key Cases Cited
- Guggenheimer v. Ginzburg, 43 N.Y.2d 268 (standard for evaluating pleadings on a CPLR 3211 motion to dismiss)
- Asher v. Abbott Labs, 307 A.D.2d 211 (stay appropriate when actions substantially overlap despite difference in parties)
- Oxbow Calcining USA Inc. v. American Indus. Partners, 96 A.D.3d 646 (arbitration stay appropriate even without identical parties or issues if facts are interwoven)
- Chiomenti Studio Legale, L.L.C. v. Prodos Capital Mgt. LLC, 140 A.D.3d 635 (veil-piercing not a separate cause of action in New York)