Plaintiffs, DS Partners LIC LLC and QPS EJS LLC, each own 50% of LLC membership interests in AAGS Holdings, LLC. In 2021, AAGS took out a loan from defendant, CPIF MRA, LLC. As collateral for the loan, DS Partners pledged its membership interests in AAGS. (See NYSCEF No. 5 [pledge agreement].) In 2022, AAGS increased the amount on the loan; as additional collateral, QPS pledged its interests in AAGS. (NYSCEF No. 6.)

AAGS defaulted on the loan. In turn, defendant began the process of selling plaintiffs' membership shares in AAGS. A public-auction date was set for May 9, 2025. Plaintiffs then brought this action for (1) a declaratory judgment that the sale is commercially unreasonable and (2) for a permanent injunction enjoining the sale of those interests.

On motion sequence 001, plaintiffs seek a preliminary injunction to enjoin defendant [*2]from conducting the public-auction sale. (NYSCEF No. 33.) Plaintiffs also sought a TRO staying the sale, which this court granted, pending resolution of the motion. (Id.) On motion sequence 003, defendant moves for an order modifying the TRO to require plaintiffs to post a bond pending this court's decision on motion sequence 001. (NYSCEF No. 78.)

The motion for a preliminary injunction (mot seq 001) is denied. The motion requiring plaintiffs to post a bond until this court resolves motion sequence 001 (mot seq 003) is denied as academic.^[FN1]

On motion sequence 001, plaintiffs seek a preliminary injunction enjoining defendant from conducting a public-auction sale of plaintiffs' membership interests in AAGS. A party seeking a preliminary injunction must show "a likelihood of ultimate success on the merits, irreparable injury if the preliminary injunction is withheld, and a balance of equities tipping in favor of the moving party." (1234 Broadway LLC v West Side SRO Law Project, Goddard Riverside Community Ctr., 86 AD3d 18, 23 [1st Dept 2011].) The moving party must satisfy all three elements. (See Nobu Next Door, LLC v Fine Arts Hous., Inc., 4 NY3d 839, 840 [2005].)

Defendant contends that plaintiff has not satisfied the irreparable-harm element required to succeed on a preliminary-injunction motion. Plaintiffs argue that AAGS owns historic and unique property, and therefore that defendant would be unable to make plaintiffs whole should the sale be allowed to proceed. (NYSCEF No. 12 at 6.) The court concludes that plaintiffs have not demonstrated that injury of that sort will be irreparable.

Plaintiffs supply no basis to believe that monetary compensation for their membership interests in AAGS would be insufficient. Plaintiffs do not own the real estate tied to AAGS; they own membership interests in AAGS. Loss of membership interests in a company that owns is owns real property in noncompensable when, as here, plaintiffs do "not reside there or have some other personal, sentimental, familial, or otherwise unquantifiable interest therein." (Kazantzis v Cascade Funding RM1 Acquisitions Grantor Tr., 217 AD3d 410, 412 [1st Dept 2023]; see Broadway 500 W. Monroe Mezz II LLC v Transwestern Mezzanine Realty Partners II, LLC, 80 AD3d 483, 484 [1st Dept 2011].) Moreover, even if the membership interests are sold at the UCC sale, plaintiffs could still recover monetary damages. (See Atlas MF Mezzanine Borrower, LLC v Macquarie Tex. Loan Holder LLC, 174 AD3d 150, 162-63 [1st Dept 2019] [explaining that "after disposition of the collateral, a debtor may seek money damages, as an offending party 'is liable for damages in the amount of any loss caused by a failure to comply with [article 9]'" but may not unwind the sale], quoting UCC 9-625 [b].)

Given the absence of irreparable harm, this court need not consider whether plaintiffs have satisfied the remaining requirements for a preliminary injunction. (See Louis Lasky Mem. Med. and Dental Ctr. LLC v 63 W. 38th LLC, 84 AD3d 528 [1st Dept 2011] [holding that failure to satisfy all three elements for a preliminary injunction is grounds for denying the motion].) [*3]Plaintiffs' motion for a preliminary injunction is denied.

On motion sequence 003, defendant moves to modify this court's TRO to require plaintiffs to post a bond pending this court's decision on plaintiff's preliminary-injunction motion (mot seq 001). The motion is denied as academic.

Accordingly, it is

ORDERED that plaintiffs' motion for a preliminary injunction (mot seq 001) is denied; and it is further

ORDERED that defendant's motion to modify the TRO on motion sequence 001 (mot seq 003) is denied as academic.