Opinion
13284 Index No. 652438/19 Case No. 2020-02648
03-09-2021
Ayse GIRAY, Plaintiff–Appellant, v. Hamdi ULUKAYA, Defendant–Respondent.
Rosenberg Feldman Smith, LLP, Tarrytown (Richard B. Feldman of counsel), for appellant. Gibson, Dunn & Crutcher LLP, New York (Brian C. Ascher of counsel), for respondent.
Rosenberg Feldman Smith, LLP, Tarrytown (Richard B. Feldman of counsel), for appellant.
Gibson, Dunn & Crutcher LLP, New York (Brian C. Ascher of counsel), for respondent.
Gische, J.P., Singh, Moulton, Gonza´lez, JJ.
Order, Supreme Court, New York County (Saliann Scarpulla, J.), entered October 16, 2019, which, insofar as appealed from as limited by the briefs, granted defendant's motion to dismiss the first cause of action without prejudice, unanimously affirmed, with costs.
The documentary evidence submitted by defendant established that FHU Holdco II, LLC (Holdco II) was not a Ulukaya Entity as defined in the parties’ settlement agreement. It did not hold defendant's equity interest in FHU U.S. Holdings, LLC (U.S. Holdings), as required by the agreement. Rather, it held warrants that it had purchased from entities unrelated to defendant, which warrants were turned into preferred units of U.S. Holdings.
In reply, plaintiff contends that Holdco II held defendant's interest in U.S. Holdings because it was indirectly wholly owned by him. However, accepting that argument to deem Holdco II a Ulukaya Entity would lead to the absurd result that defendant would pay plaintiff a certain percentage of the amount that the buyer of the preferred units paid to Holdco II, even though Holdco II transferred all of that money to the warrantholders (see Matter of Lipper Holdings v. Trident Holdings, 1 A.D.3d 170, 171, 766 N.Y.S.2d 561 [1st Dept. 2003] ["A contract should not be interpreted to produce a result that is absurd, commercially unreasonable or contrary to the reasonable expectations of the parties" (internal citations omitted); rejecting interpretation that "would ... unfairly permit the general partner to retain incentive compensation, based entirely on phantom profits"]).
Plaintiff's references to the parties’ differing interpretations of the settlement agreement are unavailing because "provisions are not ambiguous merely because the parties interpret them differently" ( Universal Am. Corp. v. National Union Fire Ins. Co. of Pittsburgh, Pa., 25 N.Y.3d 675, 680, 16 N.Y.S.3d 21, 37 N.E.3d 78 [2015] [internal quotation marks omitted]). Indeed, plaintiff does not even claim the agreement is ambiguous.
Furthermore, plaintiff's arguments about the various ways in which defendant benefited from the transaction do not warrant reversal. The order appealed from allowed plaintiff to amend her complaint, which she has done, and the amended complaint alleges those benefits.