87 Cited authorities

Ashcroft v. Iqbal
556 U.S. 662 (2009) Cited 266,691 times 281 Legal Analyses
Holding court need not credit "mere conclusory statements" in complaint
Clark-Fitzpatrick, Inc. v. Long Island Rail Road
70 N.Y.2d 382 (N.Y. 1987) Cited 3,006 times 1 Legal Analyses
Holding that, where plaintiff alleged that defendant failed to exercise "due care" in the design of a railroad project, plaintiff's negligence allegations were "merely a restatement, albeit in slightly different language, of the 'implied' contractual obligations asserted in the cause of action for breach of contract. Moreover, the damages plaintiff allegedly sustained as a consequence of defendant's violation of a 'duty of due care' in designing the project were clearly within contemplation of the written agreement."
Harsco Corp. v. Segui
91 F.3d 337 (2d Cir. 1996) Cited 933 times
Holding denial of a request for additional documents prior to entering into a contract does not support a negligent misrepresentation claim "unless that denial suggested falsely and deceitfully that those documents did not exist"
Tooley v. Donaldson, Lufkin, Jenrette
845 A.2d 1031 (Del. 2004) Cited 689 times 42 Legal Analyses
Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”
Sommer v. Federal Signal Corp.
79 N.Y.2d 540 (N.Y. 1992) Cited 946 times 2 Legal Analyses
Holding that, in New York, "a party may not insulate itself from damages caused by grossly negligent conduct" through an exculpatory clause
Distiso v. Cook
691 F.3d 226 (2d Cir. 2012) Cited 445 times 2 Legal Analyses
Holding a jury could find a principal acted clearly unreasonably when he did nothing other than speak to a teacher following kindergarten racial-name calling
Caplin v. Marine Midland Grace Trust Co.
406 U.S. 416 (1972) Cited 412 times 2 Legal Analyses
Holding that a trustee lacked standing to sue a third party for damages incurred by debenture holders of the corporate debtor
Lasalle Bank Nat. Ass'n v. Nomura Asset Cap
424 F.3d 195 (2d Cir. 2005) Cited 425 times
Recognizing that a contract “should be construed so as to give full meaning and effect to all of its provisions”
Mayor & City Council of Balt. v. Citigroup, Inc.
709 F.3d 129 (2d Cir. 2013) Cited 323 times
Holding plaintiffs failed to allege a conspiracy because "en masse flight from a collapsing market in which [defendants] had significant downside exposure—made perfect business sense"
Ely-Cruikshank Co. v. Bank
81 N.Y.2d 399 (N.Y. 1993) Cited 506 times
Holding that the statute of limitations accrues from time of breach
Rule 12 - Defenses and Objections: When and How Presented; Motion for Judgment on the Pleadings; Consolidating Motions; Waiving Defenses; Pretrial Hearing
Fed. R. Civ. P. 12 Cited 361,353 times 960 Legal Analyses
Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss
Rule 9 - Pleading Special Matters
Fed. R. Civ. P. 9 Cited 40,114 times 335 Legal Analyses
Requiring that fraud be pleaded with particularity
Section 213 - Actions to be commenced within six years: where not otherwise provided for; on contract; on sealed instrument; on bond or note, and mortgage upon real property; by state based on misappropriation of public property; based on mistake; by corporation against director, officer or stockholder; based on fraud
N.Y. C.P.L.R. § 213 Cited 5,614 times 9 Legal Analyses
Applying six-year statute of limitations to actions "for which no limitation is specifically prescribed by law"
Section 202 - Cause of action accruing without the state
N.Y. CPLR 202 Cited 595 times
Limiting the limitations period for causes of action accruing outside of New York where the foreign jurisdiction imposes a shorter statute of limitations than the state does
Section 626 - Shareholders' derivative action brought in the right of the corporation to procure a judgment in its favor
N.Y. Bus. Corp. Law § 626 Cited 505 times 2 Legal Analyses
Stating that a plaintiff must be “a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains”
Section 77ooo - Duties and responsibility of the trustee
15 U.S.C. § 77ooo Cited 52 times
Requiring that an indenture trustee "exercise in case of default ... such of the rights and powers vested in it by such indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs"
Section 13-107 - Claims or demands transferred with bond unless reserved
N.Y. Gen. Oblig. Law § 13-107 Cited 47 times
Stating that litigation rights follow the assignment of a bond unless expressly reserved in writing
Section 124 - Purpose and application of article
N.Y. Real Prop. Law § 124 Cited 20 times
It is the purpose of the legislature, in enacting this article, to provide for the regulation and supervision of the appointment, creation, agreements, acts, conduct, practices and proceedings of trustees, bondholders' protective committees, depositaries, management companies, voting trustees and other persons administering, holding in custody or otherwise concerned with real estate mortgages and interests therein to the end that such interests will be properly conserved, administered and ultimately
Section 126 - Trust indentures
N.Y. Real Prop. Law § 126 Cited 19 times
No trustee shall hereafter accept a trust under any trust indenture or mortgage within the contemplation of this article or act as trustee thereunder unless the instrument creating the trust shall contain the following provisions, among others, which confer the following powers and impose the following duties upon the trustees: 1. In the case of an event of default (as such term is defined in such instrument), to exercise such of the rights and powers vested in the trustee by such instrument, and
Section 3816 - Derivative actions
Del. Code tit. 12 § 3816 Cited 10 times
(a) A beneficial owner may bring an action in the Court of Chancery in the right of a statutory trust to recover a judgment in its favor if persons with authority to do so have refused to bring the action or if an effort to cause those persons to bring the action is not likely to succeed. (b) In a derivative action, the plaintiff must be a beneficial owner at the time of bringing the action and: (1) At the time of the transaction of which the plaintiff complains; or (2) Plaintiff's status as a beneficial
Section 229.1100 - (Item 1100) General
17 C.F.R. § 229.1100 Cited 15 times 1 Legal Analyses
(a)Application of Regulation AB. Regulation AB (§§ 229.1100 through 229.1125 ) is the source of various disclosure items and requirements for "asset-backed securities" filings under the Securities Act of 1933 (15 U.S.C. 77a et seq.) (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") (15 U.S.C. 78a et seq.). Unless otherwise specified, definitions to be used in this Regulation AB, including the definition of "asset-backed security," are set forth in Item 1101. (b)Presentation
Section 249.323 - Form 15, certification of termination of registration of a class of security under section 12(g) or notice of suspension of duty to file reports pursuant to sections 13 and 15(d) of the Act
17 C.F.R. § 249.323 Cited 3 times
(a) This form shall be filed by each issuer to certify that the number of holders of record of a class of security registered under section 12(g) of the Act is reduced to less than 300 persons, or that the number of holders of record of a class of security registered under section 12(g) of the Act is reduced to less than 500 persons and the total assets of the issuer have not exceeded $10 million on the last day of each of the issuer's most recent three fiscal years. Registration terminates 90 days

Blackrock Balanced Capital Portfolio (FI) et al v. HSBC Bank USA

87 Cited authorities

Holding court need not credit "mere conclusory statements" in complaint

Holding denial of a request for additional documents prior to entering into a contract does not support a negligent misrepresentation claim "unless that denial suggested falsely and deceitfully that those documents did not exist"

Holding that a corporate stockholder who brings a direct action “must demonstratethat the duty breached was owed to the stockholder and that he or she can prevail without showing an injury to the corporation”

Holding that, in New York, "a party may not insulate itself from damages caused by grossly negligent conduct" through an exculpatory clause

Holding a jury could find a principal acted clearly unreasonably when he did nothing other than speak to a teacher following kindergarten racial-name calling

Holding that a trustee lacked standing to sue a third party for damages incurred by debenture holders of the corporate debtor

Recognizing that a contract “should be construed so as to give full meaning and effect to all of its provisions”

Holding plaintiffs failed to allege a conspiracy because "en masse flight from a collapsing market in which [defendants] had significant downside exposure—made perfect business sense"

Holding that the statute of limitations accrues from time of breach

Granting the court discretion to exclude matters outside the pleadings presented to the court in defense of a motion to dismiss

Requiring that fraud be pleaded with particularity

Applying six-year statute of limitations to actions "for which no limitation is specifically prescribed by law"

Limiting the limitations period for causes of action accruing outside of New York where the foreign jurisdiction imposes a shorter statute of limitations than the state does

Stating that a plaintiff must be “a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains”

Requiring that an indenture trustee "exercise in case of default ... such of the rights and powers vested in it by such indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs"

Stating that litigation rights follow the assignment of a bond unless expressly reserved in writing