Chambers Assoc. LLC v 105 Acquisition LLC

Chambers Assoc. LLC v 105 Acquisition LLC 2007 NY Slip Op 01609 [37 AD3d 365] February 27, 2007 Appellate Division, First Department Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431. As corrected through Wednesday, April 11, 2007

Chambers Associates LLC, Appellant,
v
105 Acquisition LLC, et al., Respondents.

—[*1] Hartman & Craven LLP, New York (Victor M. Metsch of counsel), for appellant. Jaroslawicz & Jaros, New York (Robert J. Tolchin of counsel), for respondents.

Judgment, Supreme Court, New York County (Marylin G. Diamond, J.), entered July 24, 2006, dismissing the complaint, unanimously affirmed, with costs. Appeal from order, same court and Justice, entered June 12, 2006, which granted defendants' dismissal motion, unanimously dismissed, without costs, as subsumed in the appeal from the judgment.

Plaintiff failed to assert a viable claim against defendants, with whom it purportedly contracted to purchase and renovate condominium units in a six-story building. The first two causes of action, for breach of contract, do not set forth any specific provisions of the agreement that were purportedly breached, except for one clause that does not obligate either of defendants to do anything other than imposing certain duties upon two nonparty entities. The third cause of action, for breach of the covenant of good faith and fair dealing, is similarly deficient and also duplicative of the insufficient breach of contract claims (see Jacobs Private Equity, LLC v 450 Park LLC, 22 AD3d 347 [2005], lv denied 6 NY3d 703 [2006]).

The fourth cause of action, for tortious interference with a contract, cannot stand in the absence of an enforceable agreement (see Lama Holding Co. v Smith Barney, 88 NY2d 413, 424 [1996]). Furthermore, this claim alleges acts committed by the individual corporate officer, but there is no particularized pleading that such acts were either beyond the scope of his employment or motivated by his desire for personal gain (see Petkanas v Kooyman, 303 AD2d 303, 305 [2003]).

The final cause of action, for commercial bad faith, seeks to hold defendant accountable for alleged independent acts of an employee that were clearly contrary to the interests of his employer (cf. Prudential-Bache Sec. v Citibank, 73 NY2d 263, 275-276 [1989]). [*2]

We have considered plaintiff's remaining arguments and find them without merit. Concur—Andrias, J.P., Friedman, Sweeny, Williams and Catterson, JJ.