Arbitration - Res Judicata - Privity with Party in Prior Action - Principals Holding 100% of Equity

Order, Supreme Court, New York County (Nancy M. Bannon, J.), entered on or about January 29, 2025, which granted defendant's motion to dismiss the complaint in its entirety pursuant to CPLR 3211 (a) (5), unanimously affirmed, without costs.

Supreme Court properly dismissed the complaint on the ground of res judicata because defendant was in privity with the arbitration respondents (see e.g. Green v Santa Fe Indus., 70 NY2d 244, 253 [1987]). "To determine if a party in the prior action is in privity with a nonparty to the prior action, we must consider 'whether the circumstances of the actual relationship, the mutuality of interests, and the manner in which the nonparty's interests were represented in the earlier litigation established a functional representation such that the nonparty may be thought to have had a vicarious day in court' " (Gulf LNG Energy, LLC v Eni S.p.A., 232 AD3d 183, 190 [1st Dept 2024], lv denied 44 NY3d 902 [2025], quoting Rojas v Romanoff, 186 AD3d 103, 111-112 [1st Dept 2020]). Here, individual bankers who were respondents in the arbitration are defendant's principals and hold 100% of its equity. Moreover, all arbitration respondents, including the entity respondent, were aligned with defendant by common purpose and were represented by the same counsel in the arbitration as defendant is here (see id.). Concur—Kern, J.P., Kennedy, Higgitt, O'Neill Levy, Chan, JJ.