Melrose Fintech Ventures, LLC v MarineMax Northeast, LLC

Supreme Court, Erie County

Decided on May 27, 2026

Index No. 807123/2024

Peter Allen Weinmann, J.

This case concerns a shipwreck, leading plaintiff to allege 14 distinct and separate causes of action against the boat seller and warranty provider. The claims include breach of contract; breach of warranty; fraud; and intentional infliction of emotional distress, amongst other things.

At issue is the two defendants' motions to dismiss pursuant to CPLR 3211 (Aside from being listed in the caption, defendant M & T Bank is neither addressed by the parties nor represented by any attorney of record. Nor did M & T file any pleadings whatsoever).

Additionally, aside from M & T Bank, there is no nexus to Erie County, although no party addresses venue.

FACTS

Plaintiff, Melrose Fintech, purchased a 10-year old used 60-foot yacht from an established boat dealer, defendant #1 MarineMax. Plaintiff avers that he bought the boat for both personal use and to sell boat rides and excursions as a charter commercial venture. The purchase price was $845,000. Plaintiff received trade-in credit for another motorboat that he sold back to defendant for $85,000. He paid tax of almost $20,000 (inexplicably approximately 2%). Plaintiff then paid $35,000 to MarineMax on behalf of defendant #2, Brunswick Product Protection, for a 3-year stem to stern warranty. The total cost to plaintiff was therefore $815,000. Plaintiff contends his financial commitment was $1.3 million, but that is the value of his $270,000 downpayment, plus his $634,000 M & T Bank loan, plus $412,000 interest. The Court relies on the $815,000 as more reflective of the arguable damage to plaintiff.

At the time of the loan, plaintiff signed an affidavit that it had received a marine survey of the boat in May 2018. Notably, the report had 27 findings and recommendations to repair, replace or remedy aspects of the boat. Furthermore, the purchase and sale agreement stipulated that the boat was being sold in "as is where is condition." Additionally, noted the two-page document, "customer to resolve mechanical trade issues." (Interestingly, plaintiff's installment contract [M&T note] prohibited any non-personal commercial use of the boat, contrary to plaintiff's admitted intent and actual usage).

Because both defendants allege procedural violations of various statutes of limitations, and defendant Brunswick Product Protection alleges coverage limitations, amongst other substantive arguments, the salient dates at issue are as follows:

[*2]March 18, 2018 — Date on Purchase and Sale Agreement with defendant MarineMax

May 4, 2018 — Date of execution of Purchase and Sale Agreement signed by buyer and seller

May 18, 2018 — Date on retail installment contract (Note with M & T Bank)

January 2022 — Date the ship went down

May 2024 — Date of court commencement/ summons & complaint

Accordingly, plaintiff had almost four years of use and enjoyment before the boat went down, literally sinking his personal and commercial investment. According to the complaint, the captain and crewmate travelled along the Atlantic coastline from New York to Florida in January 2022, when the tiny ship was tossed. Unfortunately for plaintiff though, the boat began to take on water and almost sank. No further details of that fateful trip are noted in the record.

LAW

Defendants' motions to dismiss are premised upon CPLR 3211 (a) (1); (5); and (7).

CPLR 3211 (a) (1) authorizes dismissal if the defense is founded upon documentary evidence (See Champion v. Take Two Interactive Software Inc., 64 Misc 3d 530 [Supreme Court New York County 2019]).

CPLR 3211 (a) (5) authorizes dismissal for violation of the statute of limitations (See Horowitz v. Foster, 180 AD3d 783 [2d Dept. 2020]).

CPLR 3211 (a) (7) authorizes dismissal if the pleading fails to state a cause of action (See Goshen v. Mut. Life Ins. Co., 98 NY2d 314 [2002]; Sunset café Inc. v. Mett's Surf and Sports Corp. 103 AD3d 707 [2d Dept. 2013]). The allegations are to be presumed true and to be liberally construed (id).

On a motion to dismiss pursuant to CPLR 3211, the pleading is to be afforded a liberal construction (see CPLR 3026). [Courts] accept the facts as alleged in the complaint as true, accord plaintiffs the benefit of every possible favorable inference, and determine only whether the facts as alleged fit within any cognizable legal theory . . . Under CPLR 3211 (a) (1), a dismissal is warranted only if the documentary evidence submitted conclusively establishes a defense to the asserted claims as a matter of law . . . In assessing a motion under CPLR 3211 (a) (7), however, a court may freely consider affidavits submitted by the plaintiff to remedy any defects in the complaint . . . The criterion is whether the proponent of the pleading has a cause of action, not whether he has stated one (citing Leon V. Martinez, 84 N Y2d 83 [1994] Roth v. Goldman, 254 AD2d 405 [2d Dept. 1998]).

"On a motion to dismiss a complaint pursuant to CPLR 3211 (a) (5) on statute of limitations grounds, the moving defendant must establish, prima facie, that the time in which to commence the action has expired" (Yang V. Oceanside Union Free School District, 90 AD3d 649 [2d Dept. 2011]).

Applying the above referenced law to the facts insofar as defendant #2 Brunswick Product Protection is concerned, plaintiff alleges 14 causes of action including breach of contract and breach of warranty. Taking all of plaintiff's complaints to be presumed true and liberally construed (Champion, supra), the court must accept the contract as true before reviewing any alleged breach of by defendant. By its plain terms, the two-page warranty contract (NYSCEF Document 28) covers the boat in question for a three-year period. Since the agreement was signed by buyer and seller on May 4th, 2018, the warranty, by its very terms, expired three years later, May 4th, 2021.

Since the ship went down in January 2022, after the warranty period, and there was no warranty claim before that, the warranty has plainly run its course. So even taking plaintiff's best-case scenario and the allegations as true, there is no question of fact that any breach necessarily occurred after the expiration of the warranty, thus any alleged breach is therefore invalid.

Accordingly, defendant #2 Brunswick Product Protection's motion to dismiss all claims against it for failure to state a claim (CPLR 3211 [a] 7) is hereby granted.

Turning to defendant #1 MarineMax, each of the 14 causes of action in the laundry list composed from the Complaint and the Affirmation are addressed as follows:

1) Breach of contract:Plaintiff contends that defendant breached the contract when it sold a vessel with a sever (sic) defect in the hull; failed to disclose two surveys showing a leak in the hull; and failed to correctly repair the vessel every time it was in for service.

Defendant contends procedurally that the Statute of Limitations is 4 years and has fully run, and substantively that the plain language of the contract provides several disclaimers that the ship is being purchased in "as is where is condition," and that seller disclaims all liability.

Plaintiff counters that the Statute of Limitations is 6 years, and that the Doctrine of Continuous Wrong tolls the Statute of Limitations (See Henry v. Bank of America, 147 AD3d 599 [1st Dept. 2017]).

Applying the above law concerning the Statute of Limitations to the facts at bar, the Statute of Limitations is decidedly 4 years (NYUCC 2-725 [1]; Great Atlantic Ins. Co. v. Courier/Citizen Co., 114 Misc 2d 947 [1982], aff'd. 92 AD2d 521 [1st Dept. 1983]). The Doctrine of Continuous Wrong (Henry, supra) does not apply at bar because the doctrine may only be predicated upon "continuous unlawful acts," and not the continuing "effects" of earlier unlawful conduct —which are the facts alleged at bar.

Four years from the execution of the contract, May 4, 2018, is May 4, 2022. Although the ship went down in January 2022, the lawsuit was commenced in May 2024 —a full 2 years after expiration of the Statute of Limitations. Accordingly, the claim is time-barred.

Turning to the substance of the contract, it plainly and unambiguously states that the yacht is sold in "as is where is condition." Moreover, the terms of the contract state that the yacht is sold without any representation as to its condition, or any subsequent events, e.g. failure to provide a survey (which plaintiff did in fact receive) or repairs of the vessel.

Accordingly, defendant's motion to dismiss the first cause of action pursuant to CPLR 3211 (a) (1), (5), and (7) is granted.

2) Breach of Warrenty (sic)

The contract (the Purchase and Sale Agreement) between plaintiff and defendant MarineMax explicitly does not provide for any warranty. Moreover, the contract explicitly disclaims any warranty, to wit:

DISCLAIMER OF WARRANTIES:

THE BOAT, MOTOR AND ACCESSORIES BEING PURCHASED PURSUANT TO THIS AGREEMENT ARE SOLD BY SELLER "AS IS" AND SELLER MAKES NO WARRANTIES ON IT'S OWN BEHALF, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A [*3]PARTICULAR PURPOSE . . . ) (Ex. A).

Accordingly, the Breach of Warranty claim is factually deficient.

3) Breach of Implied Covenant of Good Faith and Fair Dealing

According to Abinet v. Mediavilla (5 AD2d 679 [2d Dept. 1957]) and Jeffrey's Autobody Inc. v. Allstate Ins. Co. (125 AD3d 1342 [4th Dept 2015]), no contract can be implied in law where an express and enforceable contract exists between the same parties as to the same subject matter. Accordingly, because the allegations in the implied contract cause of action are no different than the breach of contract claim, and are between the same parties concerning the same subject matter, dismissal of the implied contract cause of action is warranted.

4) Unjust Enrichment

Unjust Enrichment is a quasi-contract claim that applies in the absence of an agreement (Goldman v. Metro Life Ins. Co., 5 NY3d 561 [2005] citing State v. Barclay's Bank, 76 NY2d 533 [1990]; See also Clark-Fitzpatrick Inc. v. Long Island R.R Co., 70 NY2d 382 [1987]).

Accordingly, where plaintiff pleads and defendant acknowledges a contract between the parties, the assertion of Unjust Enrichment is invalid.

5) Tortious Interference with Business

The statute of limitations here is 3 years (CPLR 214 [4]), and since the contract was executed in May 2018 and the litigation alleging a tort commenced May 2024, a six year span, this cause of action is time-barred.

6) Negligent Performance of Work

Plaintiff's claim for Negligent Performance against MarineMax for allegedly failing to perform service repairs is either based upon the contract or simple negligence, a tort. If the former, then the statute of limitations is 4 years (see Claim #1, supra). If the latter, the statute of limitations is 3 years (See Claim # 5, supra). Because plaintiff filed the claim in May 2024, a full 6 years after the parties executed the contract, and dates of service were never even alleged in the complaint or affirmation, this claim is likewise time-barred by the statute of limitations.

7) Negligence

Plaintiff alleges Negligence based upon the sale of the yacht. However, because the sale occurred in May 2018, and the statute of limitations is 3 years (See Claims #5, 6), and the litigation was commenced in May 2024, this claim is time-barred.

8) Equitable Fraud

Equitable Fraud involves a "material misrepresentation" (People v. Federated Radio Corp., 244 NY 33 [1926], Board of Managers of the Soundings Condominium v. Foerster, 138 AD3d 160 1st Dept. 2016]), and since there is no allegation or evidence that MarineMax materially misrepresented any fact —indeed the contract explicitly disclaimed any aspect of the yacht's condition —any claim of equitable fraud is invalid.

9) Fraudulent Concealment

A fraud cause of action predicated on acts of concealment requires that the defendant had a duty to disclose material information and failed to do so (Kaufman v. Cohen, 307 AD2d 113 [1st Dept. 2003]). At bar, there was no such duty extant, and in fact, defendant disclaimed any such duty. Accordingly, there are no grounds for fraudulent concealment.

10) Fraudulent Inducement

The 5 elements of fraudulent inducement are: (a) representation of a material fact (b) which is untrue (c) which was known to be untrue (c) which was offered to deceive or induce another to act (d) which was relied upon by the second party and resulted in injury (Jo Ann Homes at Bellmore Inc. v. Dworetz, 25 NY2d 112 [1969]). Because there are no factual circumstances either alleged or evident at bar, the claim for fraudulent inducement is unsustained.

11) Deceptive Trade Practices (violation of GBL 349)

New York General Business Law 349 requires that a plaintiff demonstrate that a defendant's acts or practices have a broad impact on consumers at large (Oswego Laborers Local 214 v. Marine Midland Bank, NA, 85 NY2d 20 [1995]). Private contract disputes, unique to the parties, do not fall within the ambit of the statute (Id).

Applying this law to the facts at bar, it is axiomatic that the matter at hand is a private dispute between buyer and seller, and there is no "broad impact on consumers at large," therefore the necessary elements to sustain a violation of NYGBL do not exist.

12) Intentional Infliction of Emotional Distress and Pain and Suffering

The cause of action of Intentional Infliction of Emotional Distress has a 1-year statute of limitations (Kwarren v. American Airlines, 303 AD2d 722 [2d Dept. 2003]). Because plaintiff's action was not commenced until a full 2 years after the ship went down, it fails to conform to the required time limit.

13) Compensatory and Punitive Damages

Punitive damages may only be awarded for egregious tortious conduct which forms a pattern directed at the general public. Its purpose is not to remedy private wrongs, but to vindicate public rights (Rocanova v. Equitable Life Assurance Society, 83 NY2d 603 [1994]). At bar, the litigation concerns a private dispute with no implication of public involvement, thus compensatory and punitive damages are not warranted.

14) Costs, Disbursements, and Attorney's Fees

Courts have held that attorney's fees are incidents of litigation, and a prevailing party may not collect them from an adversary unless an award is authorized by agreement between the parties, statute or court rule (Hooper Assoc. Ltd. V. AGS Computers Inc., 74 NY2d 487 [1989]; Atlantic Development Group LLC v. 296 East 149th St. LLC, 70 AD3d 528 [1st Dept. 2010]). Because there is no such authority extant at bar, awarding such fees is disallowed.

In conclusion, there are no grounds to deny both defendants' motions to dismiss. Accordingly, as sad as it is for plaintiff to accept the results, his ship has sailed.

Defendants are directed to submit proposed Orders, on notice to opposing counsel, with a copy of the oral argument transcript, to the Court.

So Ordered.

Dated May 27, 2026

Peter Allen Weinmann, AJSC