I. Statement Pursuant to CPLR § 2219 [a]

The following papers, numbered as indicated on the NYSCEF docket, were read on this motion: (1) Notice of Motion, Affirmation in Support, and Exhibits (NYSCEF Doc. Nos. 110—113); (2) Plaintiff's Affirmation in Opposition with Exhibits (NYSCEF Doc. Nos. 119—121); and (3) Reply Affirmation (NYSCEF Doc. No. 124).

The Court has before it the motion of defendants Sunco Capital LLC, ATTYX New York LLC, and ATTYX LLC (collectively, the "ATTYX Defendants") seeking dismissal of the Complaint pursuant to CPLR § 3211 [a] [7] on the ground that the pleading fails to articulate any cause of action against them. Plaintiff has interposed opposition; the movants have submitted reply papers. The matter is thus fully submitted for disposition.

For the reasons set forth below, the motion is GRANTED, without prejudice, and with leave to serve an amended complaint consonant with the pleading standards imposed by the CPLR.

II. Facts

This litigation has undergone a somewhat circuitous procedural trajectory. Plaintiff initiated the action on April 11, 2022, thereafter serving a Complaint on June 29, 2022. The gravamen of that pleading is that in May 2021, she was solicited by Sunco Solar Solutions a/k/a NY Roofing to install a photovoltaic solar array and replace the roof on her Staten Island residence at 117 Hickory Avenue. She alleges that the work, performed in June and July 2021, was defective in execution and disappointing in performance, prompting her to commence suit against Sunco Solar Solutions, LLC and Enium Capital Group, LLC.

The procedural history is extensive. The Court dismissed all claims against Enium on March 7, 2023. Plaintiff thereafter secured a default judgment against Sunco Solar Solutions, LLC on July 24, 2023, followed by an inquest culminating in a damages award of $72,730.57 on July 9, 2024. In September 2024, Plaintiff moved to amend the caption to include the ATT YX Defendants. That relief was granted on November 27, 2024, but no new pleading was served. A judgment was nevertheless entered against the ATT YX Defendants, who had not been served with process nor afforded any opportunity to contest the claims.

Upon learning of the judgment, the ATT YX Defendants moved by order to show cause, dated January 17, 2025, to vacate both the judgment and the order amending the caption, arguing lack of personal jurisdiction and absence of service. On April 1, 2025, the parties executed a stipulation providing: (1) that the judgment be vacated; (2) that the ATT YX Defendants withdraw their order to show cause; and (3) that the ATT YX Defendants serve a responsive pleading or motion by May 23, 2025. Significantly, the stipulation did not memorialize, expressly or by necessary implication, any concession regarding corporate identity, successor status, or substantive liability.

III. Conclusions of Law

A. The Pleading as to the Moving Defendants

The Complaint, as presently constituted, defines the term "Defendants" to encompass only Sunco Solar Solutions, LLC and Enium Capital Group, LLC. Each of the four causes of [*2]action, breach of contract, promissory estoppel/detrimental reliance, breach of the implied covenant of good faith and fair dealing, and negligence, is directed against that defined set. Nowhere does the pleading identify Sunco Capital LLC, ATTYX New York LLC, or ATTYX LLC as within the scope of "Defendants," nor are there factual averments describing acts or omissions by any of these entities. The Complaint also lacks allegations that could be construed as pleading alter ego, successor liability, agency, or any other doctrine that might tether the ATT YX Defendants to the conduct of Sunco Solar Solutions, LLC.

Plaintiff's opposition rests not on the language of the Complaint but on extrinsic material, including attorney communications, internet sources, press releases, and a Better Business Bureau listing, which, she contends, demonstrate that ATT YX and Sunco are functionally interchangeable. While such contentions may, if properly pleaded and supported, be relevant at later procedural stages, they cannot cure the deficiencies in the operative pleading when the Court is confined to its four corners.

The governing inquiry under CPLR § 3211 [a] [7] is whether the factual allegations, liberally construed, and presumed true for purposes of the motion, fit within any cognizable legal theory as against the moving party. (see Leon v Martinez, 84 NY2d 83 [1994]). The Court's review is strictly cabined to the "four corners" of the pleading, and legal conclusions or allegations devoid of factual underpinning are insufficient.

CPLR § 3013 requires that pleadings be "sufficiently particular to give the court and parties notice of the transactions, occurrences, or series of transactions or occurrences, intended to be proved." A defendant is entitled to know the "material elements" of each cause of action asserted against it. Group pleading that fails to distinguish among defendants, or which omits any reference to a moving party, has been repeatedly condemned. (see Principia Partners LLC v Swap Fin. Group, LLC, 194 AD3d 584 [1st Dept 2021]; Aetna Cas. & Sur. Co. v Merchant Mut. Ins. Co., 84 AD2d 736 [1st Dept 1981]).

Equally well-settled is the principle that procedural stipulations, particularly those crafted to resolve interlocutory skirmishes such as motions to vacate, are not to be construed as substantive concessions absent unequivocal language to that effect. Such stipulations are construed in accordance with their plain terms, and the absence of any explicit acknowledgment of identity, agency, or liability forecloses the imputation of such admissions by inference.

Applying these principles, the present Complaint is silent with respect to the ATT YX Defendants. It neither names them in its definition of "Defendants" nor attributes to them any conduct, contractual relationship, or duty breached. The pleading does not allege that they are alter egos, successors, agents, or otherwise legally responsible for the acts of Sunco Solar Solutions, LLC.

Plaintiff seeks to bridge this chasm by pointing to the April 1, 2025 stipulation and to counsel's prior communications, asserting that these amount to acknowledgments of corporate continuity between Sunco and ATT YX. The Court has examined the stipulation; it is, in substance and form, a procedural accord that vacated a judgment, withdrew a pending motion, and set a responsive pleading deadline. It contains no recital, let alone an admission, of corporate identity, liability, or other substantive linkage. The ATT YX Defendants have, in their motion and reply, expressly disavowed any relationship with Sunco Solar Solutions, LLC, and the Complaint, the sole focus at this juncture, contains no allegations to the contrary.

^[FN1] This Court is not unmindful that in other proceedings, patterns have emerged in which entities trading under the "Sunco" and "ATTYX" names have been treated as factually intertwined. The Court's present ruling is not a determination that such an interrelationship does not exist. Rather, it is an acknowledgment that under the current procedural posture, and on the pleadings before the Court, there is no legally sufficient articulation of that relationship. The defect is one of pleading form, not necessarily of substantive merita procedural impediment that may be cured.

In evaluating the propriety of granting leave to replead, the Court has considered the possible intersection with the applicable statutes of limitation. Certain causes of action alleged in this litigation, for example, negligence (CPLR § 214) and breach of contract (CPLR § 213), are subject to defined temporal restrictions. Because the ATT YX Defendants are already parties to the caption by virtue of the prior amendment, and any amended pleading would necessarily arise from the same transactions and occurrences described in the original Complaint, CPLR § 203's "relation back" doctrine may preserve the timeliness of claims properly asserted against them. Nevertheless, the safer and more judicious course is for Plaintiff to act with dispatch in serving and filing an amended complaint, thereby avoiding any dispute over temporal bars and ensuring that the controversy may be adjudicated on its merits rather than foreclosed by procedural technicalities. The Court's grant of leave to replead is thus intended to afford Plaintiff a fair opportunity to cure the current deficiency without inadvertently sacrificing claims to the passage of time.

IV. Conclusion and Decretal Paragraphs

ORDERED, that the motion of defendants Sunco Capital LLC, ATTYX New York LLC, and ATTYX LLC to dismiss the Complaint pursuant to CPLR § 3211 [a] [7] is GRANTED; and it is further

ORDERED, that the dismissal is without prejudice and with leave to replead, provided that any amended complaint shall be served and e-filed within thirty (30) days after service of this Decision & Order with notice of entry; and it is further

ORDERED, that nothing herein shall be construed as a determination on the merits of whether the ATT YX Defendants and Sunco Solar Solutions, LLC are, in fact, the same entity or alter egos of one another; the dismissal is predicated solely upon the absence of allegations within the four corners of the Complaint that would connect the moving defendants to the transactions and occurrences at issue; and it is further

ORDERED, that upon the filing of an amended complaint, the ATT YX Defendants shall have the opportunity to answer or otherwise respond in accordance with the CPLR.