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Salm v. Feldstein

New York Supreme Court, Appellate Division
799 N.Y.S.2d 104 (2005)


Facts

World Wide Automotive, LLC (WWA) was owned in equal part by the plaintiff and the defendant, its only two members. The defendant was the managing member. In early June 2003, the defendant bought the plaintiff’s share for roughly $5 million. Two days later, the defendant sold the business to a third party for $16 million. The plaintiff then sued the defendant, alleging breach of fiduciary duty and fraud. The plaintiff claimed the defendant did not inform him of the $16 million offer prior to purchasing the plaintiff’s interest. Instead, the complaint alleges, the defendant estimated the company’s value at between $5 and $6 million. The defendant claimed he did not withhold any information, and further argued that disclaimers in his contract with the plaintiff protected him from the plaintiff’s claims. The trial court granted the defendant’s motion for summary judgment prior to discovery. The plaintiff appealed.

Rule of Law

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Issue

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Holding and Reasoning (Per curiam)

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  • A “yes” or “no” answer to the question framed in the issue section;
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  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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