| SL Globetrotter L.P. v Suvretta Capital Mgt., LLC |
| 2021 NY Slip Op 06111 [199 AD3d 479] |
| November 9, 2021 |
| Appellate Division, First Department |
| Published by New York State Law Reporting Bureau pursuant to Judiciary Law § 431. |
| SL Globetrotter L.P. et al., Respondents, v Suvretta Capital Management, LLC, et al., Appellants. |
Gibson, Dunn & Crutcher LLP, New York (Christopher D. Belelieu of counsel), for appellants.
Williams & Connolly LLP, New York (Gerson A. Zweifach of counsel), for respondents.
Order, Supreme Court, New York County (O. Peter Sherwood, J.), entered February 26, 2021, which, to the extent appealed from as limited by the briefs, denied defendants' motion to dismiss the breach of contract causes of action, unanimously affirmed, without costs.
It is undisputed that the proxy statement reports of decreased actual revenues differed materially from the higher forward-looking revenue projections set forth in the prior investment presentation used to solicit defendants' investment. However, the documentary evidence does not demonstrate as a matter of law that this discrepancy constituted a failure by plaintiffs to comply with the subscription agreements' representation and warranty of material consistency between the investor presentation and subsequent proxies with respect to disclosures of "business and financial information," since it is not clear from the representation and warranty that "business and financial information" includes forward-looking revenue projections or other statements of expectation. Concur—Manzanet-Daniels, J.P., Oing, Moulton, Scarpulla, JJ. [Prior Case History: 2021 NY Slip Op 30589(U).]