

WT Holdings Inc. v Argonaut Group, Inc. (2015 NY Slip Op 03253)





WT Holdings Inc. v Argonaut Group, Inc.


2015 NY Slip Op 03253


Decided on April 16, 2015


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 April 16, 2015

Mazzarelli, J.P., Friedman, Manzanet-Daniels, Clark, Kapnick, JJ.


14832N 600925/09

[*1] WT Holdings Incorporated, Plaintiff-Appellant,
vArgonaut Group, Inc., Defendant-Respondent.


Chaffetz Lindsay LLP, New York (Steven C. Schwartz of counsel), for appellant.
K & L Gates LLP, New York (Peter N. Flocos of counsel), for respondent.

Order, Supreme Court, New York County (Marcy S. Friedman, J.), entered February 18, 2014, which denied plaintiff's motion for leave to amend the complaint, unanimously affirmed, with costs.
We do not find that defendant would be prejudiced by an amendment to the complaint at this juncture (see Cherebin v Empress Ambulance Serv., Inc., 43 AD3d 364 [1st Dept 2007]). However, any amendment would be "palpably insufficient or clearly devoid of merit" (Nineteen Eighty-Nine, LLC v Icahn Enters. L.P., 99 AD3d 546, 548 [1st Dept 2012] [internal quotation marks omitted], lv denied 20 NY3d 863 [2013]). The stock purchase agreement contains not only a general merger clause pursuant to which the SPA "supersedes" all prior oral statements, but also a "No Additional Representation" clause that disclaims liability and responsibility for any extra-contractual representation, rendering the fraud claim not viable (see Natoli v NYC Partnership Hous. Dev. Fund Co. Inc., 103 AD3d 611, 613 [2d Dept 2013]). We reject plaintiff's contention that the "No Additional Representation" provision is not sufficiently specific to bar the proposed fraudulent inducement claim.
THIS CONSTITUTES THE DECISION AND ORDER
OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.
ENTERED: APRIL 16, 2015
CLERK


