Contract analysis

From: Yuki Nakamura <ynakamura@calderwoodharkness.com> To: Katherine Lim <klim@ironsidecap.com> Cc: Samuel Eklund <seklund@calderwoodharkness.com> Date: Mon, 07 Apr 2025 02:47:00 -0000 Subject: Oral Argument — April 14, 2025 — Logistics and Preparation | Ironside Capital Management LP v. Vantor Holdings Corp., Index No. 650312/2025

I hope you both had a good weekend. I'm writing to provide logistics and preparation details for the oral argument on Vantor Holdings Corp.'s Motion to Dismiss, which is scheduled for next Monday, April 14, 2025, before the Honorable Richard Torrance, J.S.C., in the New York Supreme Court, Commercial Division, New York County. Below is everything you'll need heading into next week.

- **Date & Time:** Monday, April 14, 2025; argument is calendared for 10:00 AM. - **Location:** New York Supreme Court, Commercial Division, 60 Centre Street, New York, NY 10007; Justice Torrance's Part 49. (We will confirm the Part assignment later this week if it changes, but this is what is currently reflected on the court's calendar.) - **Arrival:** We recommend arriving no later than 9:30 AM to allow time for co

- **Samuel Eklund** will present the oral argument on behalf of Ironside Capital Management LP. - **Linda Osei** and I will also be present at counsel table. - **Carlos Espinoza** will be on standby at our office for any real-time research needs that may arise during argument.

We expect Vantor to be represented by **Gregory Dane** (lead partner) and likely **Allison Breck** (senior associate) from Whitfield, Dane & Corcoran LLP.

**II. Attendance Request — Ironside Personnel**

We would strongly recommend that the following individuals attend the argument:

- **Elliot Brennan (Co-Founder, Managing Partner & CIO):** As the individual who verified the Complaint, Elliot's presence in the courtroom underscores the seriousness of Ironside's claims. It is also helpful to have him available in the unlikely event the court poses any factual questions during argument (though counsel would of course respond on the record). - **Rajiv Subramanian (CFO):** Rajiv is the individual wh

To be clear, attendance is not mandatory — Elliot and Rajiv would observe and would not speak. But we think their presence sends an important signal and positions us well in the courtroom. Katherine, could you please confirm their availability at your earliest convenience?

**III. Substantive Preview — What to Expect**

By way of brief background on the procedural posture:

- Vantor filed its Motion to Dismiss on **February 28, 2025**. - Ironside's opposition was filed on **March 21, 2025**. - Vantor's reply was filed on **April 4, 2025**.

Notably, Vantor's reply brief raised a **new argument** — that the Martin Act preempts Ironside's common-law fraud claims — that was not presented in the original motion papers. We have prepared a draft sur-reply letter brief (dated April 9, 2025) seeking leave to respond to this argument, which we intend to submit to the court pending its approval. We will circulate a copy to you before it goes out.

At argument, Sam will address each of Vantor's five grounds for dismissal:

1. **Fraud claims duplicative / CPLR § 3016(b) particularity:** Vantor argues that the fraud claims merely repackage the contract claims and fail to meet the heightened pleading standard under CPLR § 3016(b). 2. **Breach of fiduciary duty:** Vantor contends the fiduciary duty claim fails because Vantor was merely a service provider, not a fiduciary. 3. **Contractual liability cap (FAA § 9.3):** Vantor argues the liab

The Martin Act preemption argument raised for the first time in the reply may also come up, and Sam is prepared to address it.

**Our core position remains strong.** The fraud claims are independently viable and pled with the specificity required under § 3016(b). The liability cap in FAA § 9.3 is unenforceable as to fraud and willful misconduct under well-established New York law. And Vantor's fiduciary duty arguments ignore the discretionary valuation authority Vantor actually exercised under FAA § 4.2 — authority that goes well beyond the r

I am finalizing a **bench memo** (dated April 10, 2025) that contains anticipated questions from Justice Torrance, key case citations with pinpoint cites, and rebuttal talking points for each of the five arguments. Sam has reviewed a working draft. I will circulate the final version to the full team by end of day Thursday, April 10. A current draft is attached for your reference in the meantime.

A quick but important reminder: oral argument is a public proceeding. No confidential business information beyond what is already contained in the filed papers should be discussed in the courtroom, hallways, or any other public area of the courthouse. Please pass this along to Elliot and Rajiv if they will be attending.

If Elliot or Rajiv have any questions before the argument, they should feel free to reach out to me or to Sam directly — we are happy to speak with them at any time.

We would like to schedule a brief preparation session — either by call or in person — for Sam to walk Elliot, Katherine, and Rajiv through the key arguments and the questions we anticipate from the bench. We are proposing either **Thursday, April 10** or **Friday, April 11** for this meeting. Katherine, could you propose a few times that work for the Ironside team? We will make ourselves available around your schedul

- Please confirm Elliot's and Rajiv's availability for both the argument (April 14) and the prep session (April 10 or 11). - I will circulate the finalized bench memo by end of day April 10. - The sur-reply letter brief will be circulated for your review before submission.

Please don't hesitate to reach out with any questions in the meantime. We feel very good about the strength of Ironside's position heading into this argument, and we look forward to presenting it to Justice Torrance next week.

**Yuki Nakamura** Associate Calderwood & Harkness LLP 51 West 52nd Street, 40th Floor New York, NY 10019 T: (212) 558-4872 E: ynakamura@calderwoodharkness.com

Attachment: bench-memo-oral-argument.docx

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