Talipot ESG Invs. LLC v. Bulltick Fin. Advisory Servs. LLC
2025 NY Slip Op 50349(U)
N.Y. Sup. Ct., New York Cty.2025Background
- Plaintiffs Talipot ESG Investments LLC and Tierra PE LLC invested $20 million in Theia International Group LLC via a special purpose vehicle called Aithre Capital Partners (ACP), which collapsed after Theia went insolvent.
- Plaintiffs brought claims of fraud, aiding and abetting fraud, breach of fiduciary duty, unjust enrichment, and gross negligence against Bulltick Financial Advisory Services LLC, certain Bulltick officers, Aithre Capital Management LLC (ACM), and Jamil Swati.
- Plaintiffs alleged they were induced based on misrepresentations about Theia’s financial health, government contracts, and the value of its FCC Spectrum License.
- Defendants sought to dismiss for lack of personal jurisdiction, forum non conveniens, or failure to state a claim.
- The ACP Operating Agreement and Administrative Services Agreement (ASA) featured competing forum selection clauses (New York courts vs. mandatory arbitration in Miami).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Personal jurisdiction over Bulltick Defendants (via forum selection clause) | Forum selection in ACP Operating Agreement binds Bulltick Defendants as closely related parties | Only signatories or those with close control are bound; Bulltick was just administrator/agent, not a signatory or controlling party | Not bound; no personal jurisdiction over Bulltick Defendants |
| Fraud claim against Swati and ACM | Swati prepared, circulated presentations with misrepresentations; ACM liable as Swati's entity | No specific or particularized false statements attributable to Swati/ACM; insufficient factual allegations | Dismissed for lack of particularity and insufficient linkage to ACM |
| Aiding and abetting fraud claim | Swati/ACM substantially assisted by preparing/disseminating materials | No substantial assistance; other actors’ misrepresentations more consequential | Dismissed; no substantial assistance pled |
| Breach of fiduciary duty and unjust enrichment (against ACM/Swati) | ACM owed fiduciary duty as manager; Swati owed duty as half-owner; both enriched by plaintiffs' investments | ACP agreement disclaims fiduciary duty; no facts showing ACM/Swati breached duties or were enriched | Dismissed; fiduciary duties disclaimed, unjust enrichment not pled |
Key Cases Cited
- Leon v. Martinez, 84 N.Y.2d 83 (standard for a motion to dismiss; all allegations are accepted as true with favorable inferences to plaintiff)
- Brooke Group Ltd. v. JCH Syndicate 488, 87 N.Y.2d 530 (enforcing forum selection clauses as a policy of NY courts)
- Universal Inv. Advisory SA v. Bakrie Telecom Pte. Ltd., 154 A.D.3d 171 (defining the "closely related" exception for binding nonsignatories to forum selection clauses)
- EBC I, Inc. v. Goldman, Sachs & Co., 5 N.Y.3d 11 (pleading standard for breach of fiduciary duty and relevance of contract terms)
- Whitebox Concentrated Convertible Arbitrage Partners, L.P. v. Superior Well Servs., Inc., 20 N.Y.3d 59 (pleading standards under CPLR 3211)