Contract analysis

I. Fraud Particularity Under CPLR § 3016(b) (Authorities 1–6)

II. Distinction Between Fraud and Contract Claims / Non-Duplication (Authorities 7–11)

III. Enforceability of Contractual Liability Caps in Cases of Fraud and Willful Misconduct (Authorities 12–17)

IV. Fiduciary Duty of Service Providers / Fund Administrators (Authorities 18–22)

V. Economic Loss Doctrine (Authorities 23–26)

VI. Unjust Enrichment as an Alternative Claim in the Presence of an Express Contract (Authorities 27–28) For each authority, the table provides: (1) a full citation in Bluebook format; (2) identification of the issue or issues to which the authority is relevant; and (3) a parenthetical description of the holding or relevant principle. Where a case is relevant to more than one issue, cross-references are noted. This t

I. FRAUD PARTICULARITY UNDER CPLR § 3016(b) Authorities 1–6 Vantor's primary argument in the Motion is that Ironside's fraud claims (First and Second Causes of Action) fail to satisfy the heightened pleading requirements of CPLR § 3016(b). The following six authorities establish that Ironside's Complaint, which identifies the specific misrepresentations, the approximate dates, the individuals responsible, and the mec

II. DISTINCTION BETWEEN FRAUD AND CONTRACT CLAIMS / NON-DUPLICATION Authorities 7–11 Vantor argues that Ironside's fraud claims (First and Second Causes of Action) are duplicative of its breach of contract claim (Third Cause of Action) and must be dismissed under the well-established rule that a fraud claim may not serve as a mere "repackaging" of a contract claim. The following five authorities demonstrate that Iron

III. ENFORCEABILITY OF CONTRACTUAL LIABILITY CAPS IN CASES OF FRAUD AND WILLFUL MISCONDUCT Authorities 12–17 A central argument in the Motion is that Section 9.3 of the FAA caps Vantor's aggregate liability at two times the fees paid in the preceding twelve months—which Vantor calculates as $2.98 million (2 × $1.49 million in annual fees)—and that this cap bars Ironside's claims for damages in excess of that amount.

IV. FIDUCIARY DUTY OF SERVICE PROVIDERS / FUND ADMINISTRATORS Authorities 18–22 Vantor argues that it is a mere arm's-length service provider and that no fiduciary duty can arise from the FAA. Ironside contends that Vantor's discretionary valuation role under Section 4.2 of the FAA—pursuant to which Vantor exercised independent professional judgment in valuing Level 3 (illiquid and hard-to-value) assets for Ironside'

V. ECONOMIC LOSS DOCTRINE Authorities 23–26 Vantor argues that the economic loss doctrine bars Ironside's tort claims (fraud, fraudulent concealment, negligent misrepresentation, and breach of fiduciary duty) because Ironside's damages are purely economic and arise from the same subject matter as the FAA. Ironside argues that the economic loss doctrine does not apply to intentional torts, including fraud and fraudule

VI. UNJUST ENRICHMENT AS AN ALTERNATIVE CLAIM Authorities 27–28 Vantor argues that Ironside's unjust enrichment claim (Sixth Cause of Action) must be dismissed because the existence of the FAA precludes recovery under a quasi-contractual theory. Ironside has pleaded unjust enrichment in the alternative, as permitted by CPLR § 3014, given the bona fide disputes as to the enforceability and scope of the FAA's liability