

Integrated Urban Holdings, LLC v Vornado Harlem Park LLC (2016 NY Slip Op 04358)





Integrated Urban Holdings, LLC v Vornado Harlem Park LLC


2016 NY Slip Op 04358


Decided on June 7, 2016


Appellate Division, First Department


Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431.


This opinion is uncorrected and subject to revision before publication in the Official Reports.



Decided on June 7, 2016

Friedman, J.P., Renwick, Andrias, Gische, Webber, JJ.


1403 652138/13

[*1]Integrated Urban Holdings, LLC, et al., Plaintiffs-Appellants, —
vVornado Harlem Park LLC, et al., Defendants-Respondents.


Berry Law PLLC, New York (Eric W. Berry of counsel), for appellants.
Sullivan & Cromwell, LLP, New York (Marc De Leeuw Of counsel), for respondents.

Order, Supreme Court, New York County (Saliann Scarpulla, J.), entered January 30, 2015, which granted defendants' motion to dismiss the amended complaint, unanimously affirmed, without costs.
The court properly dismissed plaintiffs' breach of contract claim under Delaware law (see GMG Capital Invs., LLC v Athenian Venture Partners I, L.P. , 36 A3d 776, 780 [Del 2012]). Plaintiffs were not entitled to a profit distribution under the parties' unambiguous agreement after the property, that was the subject of the agreement, was sold for a loss, taking into account the developer defendants' capital contributions to the company formed to acquire and sell the property. Contrary to plaintiffs' argument, the amounts paid by the developer defendants to acquire the property were properly considered capital contributions under the plain meaning of the agreement.
We have considered plaintiffs' remaining contentions and find them unavailing.
THIS CONSTITUTES THE DECISION AND ORDER
OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.
ENTERED: JUNE 7, 2016
CLERK


