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Romain et al v. Seabrook et al

REPLY MEMORANDUM OF LAW in Support re: 123 MOTION to Dismiss the Amended Complaint

27 Cited authorities

  1. Lyndonville Savs. Bank Trust Co. v. Lussier

    211 F.3d 697 (2d Cir. 2000)   Cited 790 times   1 Legal Analyses
    Holding that a district court correctly exercised federal question jurisdiction over a private plaintiff's claim based on a restitution order entered under 18 U.S.C. § 3664(h) of the Victim and Witness Protection Act ("VWPA"), a predecessor to the MVRA, and stating that "an order for restitution may be enforced. . . . by a victim named in the order to receive the restitution, in the same manner as a judgment in a civil action"

  2. City of Pontiac Policemen's & Firemen's Retirement System v. UBS AG

    752 F.3d 173 (2d Cir. 2014)   Cited 391 times   12 Legal Analyses
    Holding that "[i]t is well-established that general statements about ... integrity" are "too general" to be material

  3. Weil, Gotshal Manges v. Fashion Boutique

    10 A.D.3d 267 (N.Y. App. Div. 2004)   Cited 522 times   1 Legal Analyses
    Finding that emails were insufficient to conclusively establish a defense as a matter of law for the purposes of CPLR 3211

  4. Klein Co. Futures, Inc. v. Board of Trade

    464 F.3d 255 (2d Cir. 2006)   Cited 357 times
    Noting that private plaintiff must “fall within one of the four required relationships set forth in § 22(A–D)”

  5. SCS Communications, Inc. v. Herrick Co.

    360 F.3d 329 (2d Cir. 2004)   Cited 328 times
    Holding that a condition was precedent to performance because the contract language did not explicitly state that it was precedent to formation

  6. Ulico Cas. v. Edelman

    56 A.D.3d 1 (N.Y. App. Div. 2008)   Cited 227 times   2 Legal Analyses
    Holding that, although breach of fiduciary duty claim was not duplicative of malpractice claim, New York malpractice law should be applied

  7. Marx v. Akers

    88 N.Y.2d 189 (N.Y. 1996)   Cited 257 times   5 Legal Analyses
    Holding that demand requirement is excused when majority of board is interested in challenged transaction, board members did not inform themselves about transaction, and challenged transaction is "so egregious on its face that it could not have been the product of sound business judgment"

  8. In re UBS AG Sec. Litig.

    Master File No. 07 Civ. 11225 (RJS) (S.D.N.Y. Sep. 28, 2012)   Cited 90 times   3 Legal Analyses
    Holding on a motion to dismiss that "the statements are non-actionable puffery and do not constitute material misstatements"

  9. Felske v. Hirschmann

    10 Civ. 8899 (RMB) (S.D.N.Y. Mar. 2, 2012)   Cited 43 times
    Disregarding defendants' forum non conveniens motion after granting defendants' motion to dismiss for lack of personal jurisdiction

  10. In re Comverse Tech

    56 A.D.3d 49 (N.Y. App. Div. 2008)   Cited 41 times   1 Legal Analyses
    Finding that the plaintiffs had sufficiently alleged that the board of directors had failed to stay informed of the challenged transaction where they did not even do a "cursory check or inquiry" into the transaction

  11. Section 623 - Members' derivative action brought in the right of the corporation to procure a judgment in its favor

    N.Y. Not-For-Profit Corp. Law § 623   Cited 34 times

    (a) An action may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by five percent or more of any class of members or by such percentage of the holders of capital certificates or of the owners of a beneficial interest in the capital certificates of such corporation. (b) In any such action, it shall be made to appear that each plaintiff is such a member, holder or owner at the time of bringing the action. (c) In any such action, the complaint shall set

  12. Section 725 - Enforcement of fiduciary obligations

    N.Y. Lab. Law § 725   Cited 15 times

    1. Where an officer or agent of a labor organization has violated or is violating any of his obligations provided in sections seven hundred twenty-two and seven hundred twenty-three, such labor organization and the parent organization of such labor organization shall each have the right to bring an action or proceeding in any court of competent jurisdiction for legal or equitable relief to redress such violation of obligation. Any member of such labor organization shall have the right to bring such