Pfanner v. Anderson

Pfanner v Anderson 2024 NY Slip Op 32574(U) July 25, 2024 Supreme Court, Kings County Docket Number: Index No. 509781/2024 Judge: Leon Ruchelsman Cases posted with a "30000" identifier, i.e., 2013 NY Slip Op 30001(U), are republished from various New York State and local government sources, including the New York State Unified Court System's eCourts Service. This opinion is uncorrected and not selected for official publication.

FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF KINGS : CIVIL TERM: COMMERCIAL 8 ----- - ----~------------ ---------------x ANDREAS PFANNER, POK MILL, LLC, and POKl-3 GRAND LLC, Plaintiff, Decision and order

- against - Index No. 509781./2024

ERIC GUSTAVE ANDERSON, URBAN GREEN EQUITIES, LLC~ POK MILL HOUSING DEVELOPMENT FUND CORPORATION, POK 325 MAIN LLC, WALLACE CAMPUS MANAGER LLC, Defendants, July 23, 2024 -- . - . ,--- ... -- .- .. ----- .. --·-.- .. - .---·-- .--.. - .x PRESENT: HON. LEON RUCHELSMAN Motion Seq. #4

The defendant Wallace campus Manager LLC [hereinafter

'Wallace'] has moved pursuant to CPLR §3211 :seeking to dismiss the

seventh, eight and ninth causes of action of the amended complaint.

The plaintiff has opposed the motion. Papers were submitted by the

parties after reviewing all the arguments this court now makes the

following determination.

According to the amended complaint the plaintiff Andreas

Pfanner and the defendant Eric Gustave Anderson entered into a

joint venture to purchase and operate real estate holdings

including 325 Main Street Poughkeeps·ie, New York. On November 5,

2020 the property was purchased by defendant Wallace from defendant

POK 325 Main LLC, an ~ntity the plaintiff claims he partly owns.

The amended complaint seeks to set aside that sale on the grounds .it ciccutred without the plaintiff'~ knowl~dg~ 6r consent. Thusr

the .amended. complaint asserts cla..ims. to cancel an e~sement in favor

of Wallace., to ~et a.side the. sale of the property to Wallace and

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FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024

for tortious interference with economic benefit regarding that

property. Wallace has now moved seeking to dismiss the three

causes of action oh the grounds they fail to allege any facts

necessary to support the allegati·ons.

Coriclusions of Law

It is well settled that upon a motion to dismiss the court

Jnust determine, accepting the allegations of the complaint as true,

whether the party can succeed upon any reasonable view of those

facts (Perez v. Y & M Transportation Corporation, 219 AD3d 1449,

196 NYS3d 145 [2d bept., 2023]). Further, all the allegations in

the complaint are deemed true and all reasonable ihfererices may be

drawn iri favor of the plaintiff (Archival Inc. , v. 177 Realty

Corp., 220 AD3d 909, 198 NYS2d 567 [2d Dept., 2023]). Whether the

complaint will later survive a motion for summary judgment, or

whether the plaintiff will ultimately be able to prove its claims,

of course, plays no part in the determination of a pre-discovery

CPLR §3211 motion to disrrii.ss (~, Lam v. Weiss, 21.9 .AD3d 713, 195

NYS3d 488 [Zd Dept.·, 2023]) .

Hercules Argyriou, a representative of Wallace submitted ah

affidavit anq. asserts that FOK 325 Main LLC represented itself as

the sole owner of the property and that defendant Ande:rs.on, who.

signed on behalf o.f th.e .corporate entity had the authority to

execute. th,e contract. Thus, Wallace insists they a:re good faitp.

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FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024

purchasers and the lawsuit as to them must be dismissed, The

plaintiff presents numerous arguments why the sale to Wallace

should be voided. First, that Wallace knew Pfanner was an owner of

the corporate entity and should have known that Anderson did not

have sole authority to enter intci the contract. Further, the

plaintiff argues Wallace participated in the sale knowing of

Pfanne.t' s interests and ignoring them to Anderson's benefit.

However, it is well settled that an "intended purchaser must be

presumed to have investigated the title, and to have examined every

deed or instrument properly recorded, and to have known every fact

disclosed o:t to which an inquiry suggested by the record would have

led" (Fairmont Funding Ltd., v. Stefansky, 301 AD2d 562, 754 NYS2d

54 [2d Dept., 2003].) • "If the purchaser fails to use due diligence

in examining the title, he or she is chargeable, as a matter of

law, with notice of the facts which a proper inquiry would have

disclosed" (id) .

In this ·case there are no inquiries or investigations which

Wallace should have undertaken. Wallace was presented with a

contract and all t:he irtdicia o.f ownership on the pa.rt of POK 325

Main LLC and Anderson. There was no basis for Wallace to wonder

and then inquire whether Anderson, in fact, had the authority to

engage in the sale or to engag'e in further diligence (cf., Emigrant

.Bank v. Drimmer, 171 A03d 1132, 99 NYS3d 79 [2d Dept., 2019]).

Thu_s ., the af.f i davit of Mr . Argyl'.: iou unmistakably de.mon.str ate. that

Wallace had no k,nowleclge of Pfanner, l:)act no reason to have

know];edg~ of Pfa.n.ner and did not fail to. exercise due diligence. by

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FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024

not making any further inquiries. Therefore, Wallace was a bona

fide purchaser as a matter of law.

The plaintiff argues that Wallace received the property

through Anderson's fraudulent means. It is true that one cannot be

a bona fide purchaser through a forged deed and that such forged

deed does not convey title {Public Administrator of Kings county v ..

Evans, 298 AD2d 512, 7 50 NYS2d 301 [2d Dept., 2002]). In Faison v.

Lewis, 25 NY3d 220, 10 NYS3d 185 [2015] the Coµrt of Appeals

explained that a deed that contains a forged signature is a

f rauduleht deed which conveys ho title. However, a deed "where the

signature and authority for conveyanc:e are acquired by fraudulent

means" is voidable and does convey good title. The coli.rt stated

that a deed containing the title holder's actual signature reflects

"the assent of the will to the use of the paper or the transfer,

although it is assent induced by fraud mistake or misplaced

confidence" (id}. Consequently, such a deed "clothed with all the

evidences of good title, may incumber the property to a party who becomes a purchaser in good faith" ( id) . Therefore, in Shau Chung

Hu v. Lowbet Realty corp., 161 A03d 986; 78 NYS3d 150 [2d Dept.,

2018] the court held an individual wh9 executed a deed obtained by

fraudulent means could convey the deed to the bona fide purchasers

since there was no allegation the individual's signature was

forged.

Likewise, in this case, there is no allegation Andersonfs

signature was fbrged, rather that he lackecl authority to transfer the property to Wallace. Everi if true, and Pfanrter can pursue such

FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024

c],aims against A11derson, tha.t does not render the deed void; making

possession b:y Wal.lace unlawf·u1. Ra:the;r:, Wallace m~intain:s valid

title: since such title was obtained by them from Anderson. who, it

is alleged, only utiiized frall.dulent means to obtain 9ny authority

·himself. In these circurnsta.nce s ,. if th.ie, Anderson rnairttain·ed

voidable title and thus Wallace obtained good titl.e ...

A careful reading of the opposition to the motion to· dismiss

.demonstrates the . P:lai.zitiff •does .n,ot fully oppose the argume•nts

p:i:-esented in this decision. The plaintiff does accuse Wallace O·f

engaging in the t·raud togeth·er with Anderson, however, the. amenoe.d

complaint asserts •no s.uch facts and they are t;omplete.ly conclusory

and speculative. To be sure, Pfanner' s chief complaint is with

Ander·son and therefbre, the lawsuit should focus µpan And.e.r·$Qn and

not Wa.llace. ·Therefo.r:e, th·e causes of action that perta{n to Wallace a·re

all cti·sm:is,sed. Since the 9nly q~:µses· .of action pert~i.:r;1ing to

Wallace are disin,il3sed there is no cause for Wallace t.o answer claims that ·Qri.ly pertain to·Anderson.

Moreover, there ls no merit to the rescissi:ori cla.inL "Irt

ord~r to justify the interve.ntion of equity to rescind a contract,

.a party must alle.ge ·fTauc;i in. the inducement. of the ,cohtra.ct;

failure of consideratio n; a:n inability to perform the contract

after it is mader or a brea,ch i·n the ¢ontra·ct which substantially

defeats tl}e pu.rpose· thereof" {Babylon As.sociates v. .County of

Suffolk, 101 AD2d 207, 4 75 NYS2d 869 [2d Dept., 1984]) . As noted,

non.e of tho;3e eLements are p;t'.'e.~ent in this case·..

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FILED: KINGS COUNTY CLERK 07/25/2024 11:47 AM INDEX NO. 509781/2024 NYSCEF DOC. NO. 125 RECEIVED NYSCEF: 07/25/2024

Consequently, Wallace's motion seekirig dismissal of the

seventh, eight and ninth causes of action of the amended complaint

is granted.

So ordered.

ENTER:

Footnotes

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[5] of 6 [* 5] DATED: July 25, 2024 Brooklyn N.Y. Hon .. L~.o.n .chelsman JSC 7 ' 6

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