Grayson Estates Enters. LLC v Rock Ventures NY LLC

Supreme Court, Albany County

Decided on December 12, 2025

Index No. 906846-25

David A. Weinstein, J.

Plaintiff Grayson Estates Enterprises, LLC ("Grayson") filed a summons and complaint on July 9, 2025 against defendants Rock Ventures NY, LLC ("RVNY") and Kevin Perri, alleging various causes of action for breach of contract and commercial torts stemming from alleged bad faith acts by RVNY, the minority member of Grayson, and Perri, a member of RVNY, in violation of Grayson's operating agreement.^FN1

The gravamen of the complaint is that plaintiff and defendants entered into a contractual relationship, under which defendants were required to make certain payments to plaintiff, and failed to do so (Complaint ¶¶ 8-11). In addition, plaintiff alleged that under Grayson's "operating agreement" (the "Agreement"), its managing member Rita Heffern had "exclusive rights to control and manage the Company's affairs," but in violation of the Agreement, [*2]"[d]efendants unlawfully exercised control over Plaintiff's equipment, bank account, website, personnel/ vendors, contract opportunities, and funds" (id. ¶¶ 12-13).

RVNY filed an answer, while Perri moved to dismiss the complaint as asserted against him on the ground that he is not a party to the Agreement, which has only two parties — Grayson's managing member Rita Heffern and RVNY itself (Memorandum of Law in Support of Kevin Perri's Motion to Dismiss, dated August 6, 2025 ["Perri MOL"] 1, Ex B). According to Perri, he signed the Agreement solely in his capacity as a member of RVNY, not in his individual capacity (Affidavit of Kevin Perri, sworn to on August 8, 2025 ["Perri Aff"] ¶ 3). Therefore, Perri argues that since he is not a party to the Agreement, he cannot be held liable for any alleged breaches or other violations thereof (id. ¶ 4).

On August 28, 2025, in response to Perri's motion, and in accordance with CPLR 3025(a),^FN2 plaintiff filed an amended complaint, verified by Heffern and setting forth a more extensive set of allegations. As a result, in a letter dated September 2, 2025, Grayson argued that the pending motion was moot as the initial complaint was superseded by the amended complaint, which is now the operative pleading (NYSCEF Doc No 12). In a letter, dated September 4, 2025, Perri's counsel advised that the pending motion was not moot as defendant Perri requested that it be considered as a motion to dismiss the amended complaint.^FN3 I granted defendant's request and directed plaintiff to file its opposition to the motion, to which defendant was permitted to reply (NYSCEF Doc No 13).

According to the amended complaint, Heffern and RVNY entered into the Agreement as the two members of Grayson, and it "governs the structure, agreements and nature of work that Plaintiff is engaged in" (Amended Compl ¶ 10). "Upon information and belief," RVNY was created by Kevin Perri so that he would not have to be a member of Grayson personally (id. ¶ 11). The amended complaint asserts that RVNY "has no address, accounts, employees, equipment, vendors, or business concerns distinct from Kevin Perri personally" and "has not been capitalized in a manner sufficient to meet its obligations under the operating agreement" (id.). As a result, Perri has used his personal funds to pay for RVNY's financial obligations, which plaintiff argues amounts to a commingling of funds (id.).

Plaintiff further alleges "upon information and belief", that RVNY "avoids holding assets to ensure it is judgment-proof from any liability towards [Grayson] under the [Agreement]" (id.). It also states that Perri makes "all decisions concerning whether and to what extent [RVNY] will meet its obligations under the operating agreement" (id. ¶ 11). Among those obligations is the payment of Grayson's "insurance", which plaintiff alleges that RVNY, under Perri's control, failed to cover (id. ¶¶ 12-13).

The amended complaint asserts that, under the Agreement, Heffern has exclusive rights to control and manage Grayson's business affairs, but defendants failed to openly communicate with Heffern, thus undermining her control over Grayson (id. ¶¶ 14-15). As a result, RVNY and Perri "unlawfully exercised control over plaintiff's equipment, bank account, website, personnel/vendors, contract opportunities, and funds, in violation of the [Agreement]" (id. ¶ 16).

For example, the amended complaint states that in 2024, sometime after RVNY became a member under the Agreement, Perri arranged for Grayson to establish a bank account with the Genesee Regional Bank in Rochester, New York, a bank where Perri already had a business banking relationship (id. ¶ 17). Perri and Heffern met with the Commercial Relationship Manager at the Bank and opened an account to which Heffern would be the only person with signature access (id.). However, it is alleged that Perri later met with the Manager on his own and used the account paper work signed by Heffern to open a separate bank account for Grayson to which Heffern did not have access, but instead was controlled by Perri through RVNY (id.). Grayson alleges that despite repeated demands to the Bank, Heffern was never given access to this shadow account until it was closed in July 2025 (id.).

Additionally, the amended complaint alleges that Perri used RVNY to take control of Grayson's internet "domain and website, removed the website from publication, and refused to provide access to Plaintiff after repeated, written demands from 2024 through June 2025" (id. ¶ 18). Perri and RVNY then convinced Grayson to terminate all of its employees and subcontractors on Perri's assurance that RVNY and Perri's affiliated companies would provide the personnel necessary for completing Grayson's jobs at a lower cost (id.). Grayson states that it understood that responsibility for all of plaintiff's business expenses would now rest with RVNY, as provided in the Agreement, and per a later agreement with Perri personally (id.). This would entail RVNY and Perri utilizing personnel that were already on their payroll in an effort to "streamline operations" (id.). However, after the termination of Grayson's staff, neither Perri nor RVNY made such personnel available to carry out work for Grayson (id.).

RVNY and Perri are alleged to have further caused injury to plaintiff by using Grayson's own assets to divert business opportunities and revenues that rightfully belonged to plaintiff (Amended Compl ¶ 19). Specifically, the pleading states that Perri, through RVNY, wrongfully used plaintiff's assets to undermine Grayson and diverted three contracts totaling more than $3 million in revenues — which Perri told Heffern were being developed for Grayson — to Perri's separate companies (id.). Further, the amended complaint states that Perri improperly signed contracts on Grayson's behalf, but completed the work with and diverted the revenues to himself or his separate companies (id.). It is also alleged that "Perri intentionally acted in this manner for the purpose of depriving Plaintiff of the advantages of these business opportunities" (id.).

In short, plaintiff claims that as a result of Perri's efforts, RVNY "breached the operating agreement when it tortiously interfered with Plaintiff's ability to generate and sustain business by unlawfully confiscating its corporate assets, including business contacts, business relationships, the corporate bank account and web site" (id. ¶ 20).

The amended complaint also avers that in the Agreement Perri and RVNY expressly contracted to provide Grayson weekly payments of $1,500 for Heffern as Grayson's manager, and to provide plaintiff with sufficient funds to cover other business expenses (id. ¶ 25). Perri allegedly became a personal guarantor for the $1,500 payments through "text messages" in which he acknowledged "the outstanding payments and promising to make them" (id. ¶ 28). Following such texts, "Perri followed up on his written promises but then deliberately stopped making all payments in March 2025," and is $30,000 in arrears (id. ¶¶ 26-27).

Grayson says it demanded that defendants make payment of such arrears, provide plaintiff with all information required under the Agreement and restore control of Grayson's assets and operations with its operating manager (id. ¶ 30). It asserts that rather than comply with Grayson's demands, "[d]efendants continued their campaign of sabotage by terminating [*3]plaintiff's insurance coverage" (id.).

The amended complaint adds a new cause of action against Perri labeled "Piercing the Corporate Veil" (Amended Compl ¶¶ 70-79). In support of that claim, it states that:

• RVNY is "a mere alter ego and instrumentality of Kevin Perri, and has no separate, independent existence of its own" (id. ¶ 71).

• Perri has disregarded the corporate form and used his "complete domination of [RVNY] with respect to its transactions with Plaintiff to commit a fraud or wrong against the Plaintiff, which resulted in the Plaintiff's injury" (Amended Compl ¶ 72).

• Perri used his personal funds to cover the debts of RVNY, which constituted commingling of funds (id. ¶ 73).

• Perri refused to capitalize RVNY, resulting in that defendant being unable to meet its financial obligations under the Agreement without the use of Perri's personal funds (id.).

• "Upon information and belief," RVNY "never held regular manager meetings, kept minutes or resolutions and decisions, or adequately documented its financial decisions" (id. ¶ 77).

• "Perri's use of his domination to strip [RVNY] of meaningful assets and render it insolvent was a fraudulent and wrongful act designed to prevent the Plaintiff from collecting on its contract with [RVNY]" (id. ¶ 76).

On these bases, plaintiff seeks to pierce the corporate veil of RVNY and hold Perri jointly liable for the actions of the corporate defendant, and specifically for the causes of action alleged against RVNY for (1) Breach of Contract; (2) Breach of the Implied Covenant of Good Faith and Fair Dealing; (3) Conversion; (4) Misappropriation; and (5) Tortious Interference with Prospective Economic Advantage (id. ¶¶ 35-79).

Defendant Perri's Motion to Dismiss

In moving to dismiss the amended complaint as against him, Perri argues that plaintiff has failed to plead a cause of action against him personally, but rather seeks to have him be liable for RVNY's obligations, which he contends is contrary to the fundamental tenets of New York's Limited Liability Company Law^FN4 (Perri MOL 4). He contends that the complaint — which at the time of the motion was the original pleading filed by plaintiff — is "utterly devoid" of the allegations necessary to pierce RVNY's corporate veil (id. at 5). As a result, he argues that all causes of action as asserted against him personally must be dismissed (id.).

The motion is also supported by Perri's own affidavit, in which he avers that he did not sign the Agreement in his individual capacity, and therefore is not a party thereto (Perri Aff ¶ 3). He states that all of his "actions and communications with respect to Grayson Estates and Ms. [*4]Heffern were undertaken solely in [his] capacity as a member and representative of [RVNY]" (id. ¶ 5). He further represents that he never personally guaranteed the obligations of RVNY to plaintiff or Heffern and "never commingled [his] personal funds or assets with those of [RVNY] or Grayson Estates" (id.).

On the basis of the foregoing, he seeks dismissal of the complaint on the basis of documentary evidence (i.e., the Agreement) under CPLR 3211(a)(1) and for failure to state a cause of action under CPLR 3211(a)(7).

By memorandum of law in opposition, plaintiff argues inter alia that its amended complaint sets forth allegations against Perri personally that are sufficient to survive a motion to dismiss. Specifically, it points to its assertion that Perri personally agreed to pay Hefern $1,500 per week for her work as the managing member of Grayson set forth an implied contract, since it alleged an oral promise for which there was partial performance, and the parties' agreement was later confirmed in text messaging (Memorandum of Law in Support of Plaintiff's Opposition to Defendant Kevin Perri's Motion to Dismiss, dated September 23, 2025 ["Pl MOL"] 4). Plaintiff also points to its allegations in support of piercing the corporate veil as setting forth an adequate basis for allowing its claims against Perri to proceed (id. at 6-9).

In a reply affirmation from counsel, Perri argues that plaintiff's opposition to his motion to dismiss is procedurally defective because it is not supported by a factual affidavit from a person with knowledge (Attorney Affirmation in Reply of Michael Pattison, Esq., dated September 25, 2025 ["Reply Aff"] ¶¶ 3-6). He also maintains that the alleged oral agreement on weekly payments is unenforceable, (Reply Memorandum of Law in Further Support of Defendant Kevin Perri's Motion to Dismiss, dated September 25, 2025 ["Reply MOL"] 3-4).

As for plaintiff's veil piercing argument, Perri contends that the amended complaint pleads insufficient facts to demonstrate the undercapitalization of RVNY, commingling or the abuse of RVNY's corporate form (id. at 5). Defendant further argues that plaintiff's causes of action for conversion, misappropriation and tortious interference are subsumed by its breach of contract cause of action, which cannot be plead as a tort absent a separate duty independent from the contract itself (id.). In addition, Perri contends that the tort causes of action are not supported by any allegations that he personally engaged in the alleged tortious conduct, and therefore he cannot be held personally liable for such (id. at 6).

Discussion

On a motion to dismiss, I must "accept the facts as alleged in the complaint as true, accord the plaintiff the benefit of every possible favorable inference, and determine only whether the facts as alleged fit within any cognizable legal theory" (Goldberg v KOSL Bldg. Group, LLC, 236 AD3d 995, 996 [2d Dept 2025]). Thus, "the sufficiency of a complaint must be measured against what is required of pleadings in the particular case . . . the [amended] complaint here is not required to meet any heightened level of particularity in its allegations" (East Hampton Union Free School Dist. v Sandpebble Bldrs., Inc., 66 AD3d 122, 125 [2d Dept 2009]). Thus, to service a motion to dismiss, the pleading " need only contain statements . . . sufficiently particular to give the parties notice of the transactions, occurrences, or series of transactions or occurrences, intended to be proved and the material elements of each cause of action" (id. [internal quotation and citation omitted]). In assessing the complaint for its sufficiency, "whether plaintiff can ultimately prove its allegations is not a consideration in determining a motion to dismiss" (Cortlandt St. Recovery Corp. v Bonderman, 31 NY3d 30, 47 [2018]).

Before applying this standard to the case at hand, I must address a procedural dispute [*5]between the parties. Plaintiff contends that defendant has improperly raised matters for the first time in his reply brief, and thus they should not be considered by the Court (Pl Ltr to Ct of 10/1/25). In particular, defendant points to arguments made by defendant's that the statute of fraud bars claims of an oral contract with Perri, and defendant's use of more "granular" arguments in opposition to plaintiff's pleading in regard to piercing the corporate veil.

As a general rule arguments cannot be raised for the first time in a reply submission (see Oakshire Properties, LLC v Argus Capital Funding, LLC, 229 AD3d 1199, 1202 [4th Dept 2024] ["In general, the function of motion reply papers is to address arguments made in opposition to the position taken by the movant and not to permit the movant to introduce new arguments in support of, or new grounds, or evidence for the motion"]; Simon v FrancInvest, S.A., 192 AD3d 565, 569 [1st Dept 2021] [argument raised for the first time in reply brief — when the other party has no chance to respond — should not be considered by the court]). That is the case with defendant's statute of frauds argument, and I do not consider it.

The question is a little different in regard to the veil-piercing allegation. Defendant's initial brief challenges the sufficiency of the facts pled in support of this theory, but it did so in regard to the initial pleading, notwithstanding that it was given the opportunity to address the amended pleading and chose not to. Since the allegations in support of plaintiff's alter ego theory are much more extensive in the second pleading, there is an obvious disconnect between the arguments in the Perri's initial brief and plaintiff's actual amended complaint. Nevertheless, the assertions made in defendant's reply are directly responsive to those made in plaintiff's opposition, and I do not find them to be improper use of a reply submission. In any event, it makes no difference, since upon consideration of those arguments, they do not alter my conclusion, as I now explain.

In general, the corporate form will be disregarded by the courts and the corporate veil pierced "whenever necessary to prevent fraud or to achieve equity" (Cortlandt St. Recovery Corp., 31 NY3d at 47).

Plaintiff here styles its allegations regarding RVNY's purported "alter ego" relationship to Perri as a distinct claim, separate and apart from its five other cause of action. But in practice, "an attempt to pierce the corporate veil does not constitute a cause of action independent of that against the corporation; rather it is an assertion of facts and circumstances which will persuade the court to impose the corporate obligation on its owners" (id. [internal quotation and citation omitted]). Thus, the question before me is not whether Grayson's sixth cause of action is adequately pled, but whether the allegations set forth in the amended complaint as a whole are sufficient to support the theory that RVNY is Perri's alter ego, and if so whether this theory can sustain each of Grayson's specific contract and tort causes of action against Perri.

Even at this early stage in the litigation, "plaintiff must do more than merely allege that defendant engaged in improper acts or acted in 'bad faith' while representing the corporation. (Louis Monteleone Fibres, Ltd. v Hudson Baylor Brookhaven, LLC, 228 AD3d 641, 644 [2d Dept 2024] [internal quotation and citation omitted]). Thus, "conclusory allegations merely reciting typical veil-piercing factors" will not overcome a dismissal motion (see G & Y Maintenance Corp. v Core Cont. Constr. LLC, 215 AD3d 553, 554 [1st Dept. 2023]). Rather, "plaintiff must adequately allege the existence of a corporate obligation and that defendant exercised complete domination and control over the corporation and abused the privilege of doing business in the corporate form to perpetuate a wrong or injustice" (Louis Monteleone Fibres, Ltd, 228 AD3d at 644 ; see also Cortlandt St. Recovery Corp., 31 NY3d at 47 [same]; [*6]Goldberg, 236 AD3d at 997 [same]). Specifically, the complaint must "allege facts that, if proved, establish that the party against whom the doctrine is asserted (1) exercised complete domination over the corporation with respect to the transaction at issue, and (2) through such domination, abused the privilege of doing business in the corporate form to perpetrate a wrong or injustice against the plaintiff such that a court in equity will intervene" (Goldberg, 236 AD3d at 997-998 [2d Dept 2024]). The factors courts have "generally considered" in this regard are "whether there is an overlap in ownership, officers, directors and personnel, inadequate capitalization, a commingling of assets, or an absence of separate paraphernalia that are part of the corporate form" (HLI Rail & Rigging, LLC v Franklin Exhibit Mgt. Group, LLC, 237 AD3d 1071, 1073 [2d Dept 2025] [internal quotation and citation omitted]). The upshot of these standards is that "a fact-laden claim to pierce the corporate veil is unsuited for a resolution on a pre-answer, pre-discovery motion to dismiss" (Cortlandt St. Recovery Corp., 31 NY3d at 47).

Applying the above principles here, I conclude that the amended complaint sufficiently states causes of action against Mr. Perri under a veil-piercing theory. It is true that many of the allegations in support of this claim are indeed boilerplate assertions of Perri's dominion and control over RVNY. But plaintiff also alleges that (1) Perri personally guaranteed the payments to Heffern via text messages and in subsequent promises; (2) he used personal funds to make those payments; (3) he met with a bank manager to open a separate, shadow account that he controlled as a means to access Grayson's assets; and (4) he diverted Grayson's funds to his own corporations.

I find these allegations sufficient to survive a motion to dismiss. Taken as true, they set forth a claim that Perri dominated and controlled RVNY such that it was his alter ego, co-mingled its assets with his own, and used the LLC to engage in wrongful conduct vis-a-vis Grayson.

In light of the sufficiency of the alter ego allegations for pleading purposes, I cannot grant defendant's motion to dismiss on the basis of documentary evidence (i.e., the Agreement), pursuant to CPLR 3211(a)(1). Such a motion "may be appropriately granted only where the documentary evidence utterly refutes the [claimant's] factual allegations, thereby conclusively establishing a defense as a matter of law" (Goshen v Mutual Life Ins. Co. of New York, 98 NY2d 314 [2002]). In order to qualify as "documentary," the evidence must be "unambiguous, authentic, and undeniable" (Mehrhof v Monroe-Woodbury Central School District, 168 AD3d 713, 715 [2d Dept 2019] [internal quotations omitted]).

A contract is certainly the kind of evidence that may be considered on such a motion, and the agreement at issue (see Carr v Wegmans Food Markets, Inc., 182 AD3d 667 [3d Dept 2020]). And the contract in this case shows that it was between Heffern and RVNY, with Perri signing only on behalf of the latter, not personally. The general rule, though, is that "a breach of contract claim cannot be asserted against a non-signatory to the contract unless a plaintiff pleads liability on veil piercing or alter ego theories" (Array BioPharma, Inc. v AstraZeneca AB, 184 AD3d 463, 464 [1st Dept. 2020] [cleaned up and emphasis added]). Since I find that veil-piercing has been adequately pled, the causes of action against Perri have not been "utterly refuted" by the mere fact that the contract is signed on RVNY's behalf.

Further, defendant's argument that the opposition to the motion is not supported by an affirmation is without merit. For one thing, the complaint is verified by Heffern, and thus constitutes cognizable evidence, to the extent such is necessary (see CPLR 105[u]; see also First Franklin Financial Corp. v Alfau, 157 AD3d 863, 865 [2d Dept 2018] [complaint containing [*7]evidentiary facts verified by individual with personal knowledge may substitute for an affidavit]; Weis v Weis, 138 AD2d 968, 969 [4th Dept 1988] [verified complaint may substitute for affidavit of merit with evidentiary facts]). Thus, while Perri's affidavit indeed denies many of the assertions on which plaintiff's argument for piercing the corporate veil is based, including the claim that Perri personally guaranteed RVNY's payments and co-mingled his funds with those of the corporation (see Perri Aff ¶¶ 4-5), that merely presents a factual dispute between the parties, not a basis for dismissal on the pleadings (see Kisla v Jefferson, 237 AD3d 1082, 1083 [2d Dept 2025] ["Although a court is permitted to consider evidentiary material submitted by a defendant in support of a motion to dismiss pursuant to CPLR 3211(a)(7), an affidavit submitted by a defendant will almost never warrant dismissal under CPLR 3211 unless it establishes conclusively that the plaintiff has no cause of action"]).

Finally, Perri argues that the tort claims against him must be dismissed, because (1) they are duplicative of the breach of contract claim; and (2) "to hold a corporate officer or LLC member liable for a company's tort a plaintiff must allege that the individual personally participated in the commission of the tortious act," and plaintiff has not done so (see Perri MOL 5-6). The merits of this argument turn on the nature of the tortious act at issue, and so I consider it in regard to each of plaintiff's non-contract claims.^FN5

Plaintiff's third cause of action for conversion is sufficiently pled to resist dismissal.on the grounds alleged That cause of action is premised on defendants' "unlawful exercise" of control over plaintiff's property and their comingling of defendant's assets with their own (Amended Complaint ¶¶ 52-56). The claim does not reference, nor is it based on, the contract. Moreover, as stated above, the pleading as a whole contains allegations that plaintiff was deprived of its property by Mr. Perri, including via the shadow account he is alleged to have set up without Grayson's permission. Defendant Perri has therefore not set forth a basis to dismiss this cause of action.

The same cannot be said for the fourth and fifth causes of action for tortious interference with prospective economic advantage and misappropriation. While it is alleged in regard to the former that "defendants . . . used wrongful means or acted for a wrongful purpose in interfering with Plaintiff's business relationships and prospective economic advantage," the complaint does not allege the wrongful means used by Perri, nor does it identify the business relationships with which he interfered. As a result, the claim is not pled sufficiently to survive a motion to dismiss (see LoPresti v Massachusetts Mut. Life Ins. Co., 30 AD3d 474, 475 [2d Dept 2006] [claim of tortious interference with economic advantage dismissed when "allegation that the respondents' actions were wrongful or unlawful [was] conclusory and without support"]; Mehrhof v Monroe—Woodbury Cent. Sch. Dist., 168 AD3d 713, 714 [2d Dept 2019] ["In order to state a cause of action to recover for tortious interference with prospective economic advantage, the plaintiff must allege a specific business relationship with an identified third party with which the defendants interfered"]). The only intimation anywhere in the amended complaint as to what such improper conduct might have been is both vague and premised on the assertion that RVNY [*8]breached its contract with plaintiff (see Amended Complaint ¶ 20 ["Rock Ventures breached the operating agreement when it tortiously interfered with Plaintiff's ability to generate and sustain business by unlawfully confiscating its corporate assets, including business contacts, business relationships, the corporate bank account and web site"]).

The same absence of any specifics is fatal to the fourth cause of action for "misappropriation" (Amended Complaint ¶¶ 58-63). There is no general tort for "misappropriation," and closest thing in the caselaw to the misappropriation claim set forth here is a claim for "misappropriation of [a] business organization [or its] expenditure of labor, skill, and money" (see Macy's Inc. v Martha Stewart Living Omnimedia, Inc., 127 AD3d 48, 54 [1st Dept 2015]). To state such a claim, there must be "some element of bad faith," such as "fraud, deception, or an abuse of a fiduciary or confidential relationship" (see Schroeder v Pinterest, 133 AD3d 12, 30 [1st Dept 2015]); see also Macy's Inc., 127 AD2d at 54 [recognizing claim of "bad faith misappropriation of a commercial advantage", as where defendant used plaintiff's "confidential competitive information" obtained in bad faith]). No facts are alleged here to support such a cause of action; the only allegation made against Perri (and RVNY) in support of this claim is that plaintiff had a "property interest" in business opportunities," which RVNY used "without Plaintiff's consent" (see Amended Complaint ¶ 61). That does not state a claim for any cognizable tort by Perri, even when the corporate veil is pierced.

In light of the foregoing, it is

ORDERED that defendant Perri's motion to dismiss granted as to plaintiffs fourth cause of action for misappropriation and its fifth cause of action for tortious interference with prospective economic advantage, and is otherwise denied; and it is further

ORDERED that a virtual Court conference with counsel for the parties to set a discovery schedule shall be held via Microsoft Teams on December 23, 2025, at 2:00 p.m.

This constitutes the Decision & Order of the Court. This Decision & Order is being electronically filed with the Clerk of the Court, with a copy e-mailed to all counsel of record. The electronic filing of this Decision and Order and e-mailing to the parties shall not constitute notice of entry under CPLR 5513, and counsel is not relieved from the applicable provisions of that Rule respecting to filing and service of Notice of Entry.

ENTER.

Dated: December 12, 2025

Albany, New York

David A. Weinstein

Acting Supreme Court Justice

Papers Considered:

1. Verified Amended Complaint, dated August 28, 2025.

2. Notice of Motion and Attorney Affirmation in Support of Motion to Dimiss of Michael Pattison, Esq., dated August 6, 2025, with Exhibit annexed thereto, along with Affidavit of Kevin Perri, sworn to on August 8, 2025, with Exhibits annexed thereto, and Memorandum of Law in Support of Defendant Kevin Perri's Motion to Dismiss, dated August 6, 2021.

3. Correspondence to Court from Plaintiff's Counsel, dated September 2, 2025, along [*9]with Correspondence to Court from Defendant Perri's Counsel, dated September 4, 2025, and subsequent Court Order, dated September 5, 2025.

4. Memorandum of Law in Support of Plaintiff's Opposition to Defendant Kevin Perri's Motion to Dismiss, dated September 23, 2025.

5. Attorney Affirmation in Reply of Michael Pattison, Esq., dated September 25, 2025, and Reply Memorandum of Law in Further Support of Defendant Kevin Perri's Motion to Dismiss, dated September 25, 2025.

6. Correspondence from Plaintiff's Counsel, dated October 1, 2025.