Contract analysis

1. First Cause of Action — Common-Law Fraud The branch of Defendant's motion seeking dismissal of the First Cause of Action for common-law fraud is DENIED. The Verified Complaint pleads fraud with the particularity required under CPLR § 3016(b). Specifically, the Complaint sets forth the particular misrepresentations at issue, including (a) the systematic use of stale broker quotes that did not reflect current market

2. Second Cause of Action — Fraudulent Concealment The branch of Defendant's motion seeking dismissal of the Second Cause of Action for fraudulent concealment is DENIED. The Complaint adequately alleges that Defendant concealed material information from Plaintiffs during the relevant period. Specifically, the Complaint alleges that Vantor (a) concealed internal emails and other internal communications documenting sen

3. Third Cause of Action — Negligent Misrepresentation The branch of Defendant's motion seeking dismissal of the Third Cause of Action for negligent misrepresentation is DENIED. Plaintiffs have adequately alleged the existence of a special relationship between Vantor and the Ironside funds sufficient to support a claim for negligent misrepresentation. The Complaint alleges that Vantor served as the independent fund a

4. Fourth Cause of Action — Breach of Contract The branch of Defendant's motion seeking dismissal of the Fourth Cause of Action for breach of contract is DENIED. The Complaint sufficiently alleges that Vantor materially breached its obligations under Sections 3.1 and 4.2 of the FAA. Section 4.2 of the FAA required Vantor to perform fund valuations "in accordance with GAAP, the applicable fund's valuation policy, and

5. Fifth Cause of Action — Breach of Fiduciary Duty The branch of Defendant's motion seeking dismissal of the Fifth Cause of Action for breach of fiduciary duty is DENIED. Taking the allegations of the Verified Complaint as true, as the Court must at this stage, the Complaint plausibly alleges that Vantor's role in independently pricing portfolio positions — including the exercise of discretionary professional judgme

6. Sixth Cause of Action — Aiding and Abetting Fraud The branch of Defendant's motion seeking dismissal of the Sixth Cause of Action for aiding and abetting fraud is DENIED. The Complaint alleges with sufficient particularity each of the elements of a claim for aiding and abetting fraud under New York law: (a) the existence of an underlying fraud, as set forth in the First and Second Causes of Action; (b) the actual

7. Seventh Cause of Action — Unjust Enrichment The branch of Defendant's motion seeking dismissal of the Seventh Cause of Action for unjust enrichment is DENIED. Defendant argues that Plaintiffs' unjust enrichment claim must be dismissed because the FAA constitutes an express contract governing the subject matter of the dispute, and that a quasi-contractual claim cannot lie where an express agreement exists. While it

8. Economic Loss Doctrine To the extent Defendant's motion argues that the economic loss doctrine bars Plaintiffs' tort claims — specifically, the First Cause of Action (fraud), the Second Cause of Action (fraudulent concealment), the Third Cause of Action (negligent misrepresentation), the Fifth Cause of Action (breach of fiduciary duty), and the Sixth Cause of Action (aiding and abetting fraud) — the motion is DENI

9. Martin Act Preemption To the extent Defendant raised arguments in its reply brief dated April 4, 2025 contending that certain of Plaintiffs' claims are preempted by the Martin Act (New York General Business Law, Article 23-A), these arguments are unavailing. The claims at issue in this action arise from Vantor's role as an independent fund administrator providing pricing, valuation, and net asset value calculation