Contract analysis

1. I, Yuki Nakamura, an attorney duly admitted to practice law in the courts of the State of New York, hereby affirm the following under the penalties of perjury pursuant to CPLR § 2106. I am an associate at the law firm of Calderwood & Harkness LLP, with offices located at 51 West 52nd Street, 40th Floor, New York, New York 10019. Calderwood & Harkness LLP is counsel of record for the plaintiff in this action, Irons

2. I respectfully submit this Affirmation in support of Plaintiff's Memorandum of Law in Opposition to the Motion to Dismiss filed by defendant Vantor Holdings Corp. ("Vantor" or "Defendant") on February 28, 2025, pursuant to CPLR § 3211(a)(1) (defense founded upon documentary evidence) and CPLR § 3211(a)(7) (failure to state a cause of action). This Affirmation attaches fourteen (14) documentary exhibits, labeled Ex

3. The statements contained herein are made upon my personal knowledge of the facts stated, upon my review of the files and records of Calderwood & Harkness LLP maintained in the ordinary course of this litigation, and upon my review of documents produced by the plaintiff and documents obtained through pre-suit discovery conducted pursuant to CPLR § 3102(c). Where statements are based upon information and belief, the

4. Ironside commenced this action by filing a Verified Complaint on January 21, 2025, asserting seven causes of action against Vantor: (1) fraud; (2) fraudulent concealment; (3) negligent misrepresentation; (4) breach of contract, predicated upon Vantor's material breach of Sections 3.1 and 4.2 of the Master Fund Administration Agreement dated June 15, 2017 (the "FAA"); (5) breach of fiduciary duty; (6) aiding and ab

5. On February 28, 2025, Vantor moved to dismiss the entirety of the Verified Complaint on five principal grounds: (i) that the fraud claims (First, Second, and Sixth Causes of Action) are duplicative of the contract claim and fail to satisfy the heightened particularity requirement of CPLR § 3016(b); (ii) that the fiduciary duty claim (Fifth Cause of Action) fails as a matter of law because Vantor is merely a servic

6. Ironside Capital Management LP is a Delaware limited partnership with its principal office at 680 Park Avenue, 34th Floor, New York, New York 10065. Its registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. Ironside was founded in 2009 by Elliot Brennan and Marguerite Dao and operates as a multi-strategy credit hedge fund focusing on

7. Vantor Holdings Corp. is a Delaware corporation with its principal office at 1400 Brickell Avenue, Suite 2200, Miami, Florida 33131. Its registered agent in the State of Delaware is Palmetto Corporate Services Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Vantor was founded in 2012 and provides fund administration, NAV calculation, investor services, and middle-office outsourcing to hedge

8. In addition to the parties, the following third parties are relevant to this action and referenced in the attached exhibits. Ironside's independent auditor during the relevant period was Claremont & Strauss LLP, with the engagement led by audit partner Howard Stein. Ironside's prime broker was Northpoint Securities LLC, with the client relationship managed by Dana Crossley. Following discovery of the misvaluation,

9. On June 15, 2017, Ironside, acting on behalf of Fund I and Fund II, and Vantor executed the Master Fund Administration Agreement (the "FAA"), bearing reference number VHC-ICM-2017-0615. The FAA established a five-year initial term commencing on June 15, 2017 and expiring on June 14, 2022, with automatic renewal for successive one-year terms thereafter unless either party provided the other with at least ninety (90

10. The FAA was amended on two occasions during the relevant period. First, the parties executed the First Amendment to the FAA, dated March 1, 2019, which added Fund III (Ironside Special Situations Fund LP) to the scope of the FAA, thereby extending all of Vantor's service obligations — including its independent pricing and valuation responsibilities — to the assets held by Fund III. A true and correct copy of the

11. The scope of services and the valuation standard that Vantor agreed to observe are of central importance to this action. Section 3.1 of the FAA defines the scope of services to include, among other things, NAV calculation, investor accounting, regulatory reporting support, and — critically — independent pricing and valuation of portfolio positions, including assets classified as Level 2 and Level 3 under the fair

12. Under the FAA, as amended by the Second Amendment, Vantor was entitled to an administration fee of 4.5 basis points (0.045%) on aggregate administered NAV, calculated and paid on a quarterly basis. At the peak administered NAV of approximately $3.59 billion during the second quarter of 2022, the quarterly administration fee was approximately $404,125, which annualized to approximately $1.616 million. Over the ent

13. The FAA contains both an indemnification provision and a liability cap, which are at the center of the parties' dispute regarding the measure of recoverable damages. Section 9.1 of the FAA provides that Vantor agreed to indemnify Ironside and its affiliates for all losses, damages, costs, and expenses arising from Vantor's "negligence, fraud, willful misconduct, or material breach of this Agreement." Notably, the

14. The misvaluation at issue in this action spanned eleven (11) consecutive quarters, commencing with the valuations dated March 31, 2021 (Q1 2021) and continuing through the valuations dated September 30, 2023 (Q3 2023). During this period, the misvaluation affected a total of forty-seven (47) illiquid credit and structured-product positions held across the three Ironside funds. The affected positions included, amo

15. As the documentary evidence attached hereto demonstrates, Vantor's valuation team, under the direct supervision of Nathan Orris (SVP, Valuation Services) and Deepa Rajaram (VP, Client Valuation Operations), engaged in a systematic course of conduct that resulted in the material and persistent overvaluation of the affected positions. Specifically, the evidence shows that the Vantor valuation team: (a) Used stale b

16. The aggregate overvaluation caused by Vantor's misconduct was $287 million, allocated across the three funds as follows: (a) Fund I (Ironside Credit Opportunities Fund LP): $156.4 million in overvaluation; (b) Fund II (Ironside Structured Alpha Fund LP): $88.7 million in overvaluation; and (c) Fund III (Ironside Special Situations Fund LP): $41.9 million in overvaluation. The aggregate overvaluation was $287.0 mi

17. The impact of Vantor's misvaluation on Ironside and its investors has been severe and multifaceted. First, the inflated NAV caused Ironside to collect excess management fees from its limited partners, as Ironside's management fee is calculated at 1.5% of NAV; the excess fees attributable to the inflated NAV are estimated at approximately $4.3 million, and Ironside has offered to disgorge these excess fees to affe

18. The discovery of Vantor's misvaluation began in July 2023, when Ironside's Chief Financial Officer, Rajiv Subramanian, identified a discrepancy of $12.6 million between Vantor's marks on seven CLO equity positions as of the second quarter of 2023 and independent price indications obtained from Ironside's prime broker, Northpoint Securities LLC. The Northpoint pricing indications were provided by Dana Crossley, th

19. Vantor's response to the August 4, 2023 inquiry was materially incomplete and evasive. On August 18, 2023, Vantor provided pricing packages for only nine (9) of the twenty-three (23) positions for which documentation had been requested. No internal model documentation was produced. No explanation was provided for the failure to produce documentation for the remaining fourteen positions. A true and correct copy of

20. Upon receipt of the Harmon-Bryce preliminary findings, Ironside acted promptly to terminate the FAA and transition its fund administration operations. On October 3, 2023, Ironside issued a Notice of Termination for Cause to Vantor under FAA § 12.2, effective immediately, citing material breach of the FAA and fraud as the grounds for termination. A true and correct copy of the Notice of Termination for Cause is at

21. On November 15, 2023, Calderwood & Harkness LLP, on behalf of Ironside, sent a formal demand letter to Vantor Holdings Corp. at its principal offices, with a copy to Vantor's counsel, Whitfield, Dane & Corcoran LLP (attention: Gregory Dane). The demand letter set forth the basis for Ironside's claims in detail, including the findings of the Harmon-Bryce independent re-pricing analysis, and demanded payment of $28

22. On December 20, 2023, Whitfield, Dane & Corcoran LLP responded on behalf of Vantor, denying all allegations of fraud and misvaluation. The response asserted, among other things, that the contractual liability cap set forth in FAA § 9.3 limited Vantor's aggregate exposure to $2.98 million, and that any claims in excess of that amount were barred by the plain terms of the FAA. The response further asserted that Van

23. Prior to commencing this action, Calderwood & Harkness LLP obtained pre-suit discovery of Vantor internal email archives held by DataVault Solutions Inc., located at 14 Commerce Drive, Cranford, New Jersey 07016, which served as Vantor's third-party email archiving and data retention provider. This pre-suit discovery was obtained pursuant to CPLR § 3102(c), which authorizes pre-action disclosure to aid in bringin

24. Following the exchange of the demand and response letters, the parties engaged in pre-suit mediation at Brookstone ADR Services LLC, Reference Number BADR-2024-00391, before the Honorable Sandra Kwan (Ret.). Mediation sessions were conducted at various intervals between March 2024 and December 6, 2024. Despite good-faith efforts by Ironside to reach a negotiated resolution, mediation terminated on December 6, 202

25. In connection with the preparation of this action, Calderwood & Harkness LLP retained Kessler Forensic Accounting Group PC, led by Martin Kessler, CPA/CFF, with offices at 100 Wall Street, Suite 2001, New York, New York 10005, to quantify the damages sustained by Ironside and its fund investors as a result of Vantor's misvaluation. Mr. Kessler and his team conducted a comprehensive forensic accounting analysis of

26. The Kessler damages report identifies the following categories and amounts of damages: (a) Direct losses (aggregate overvaluation of the forty-seven affected positions across the three funds): $287,000,000; (b) Investor redemption overpayments (217 redemptions processed at inflated NAV during the misvaluation period, resulting in excess distributions to redeeming limited partners from fund assets): $43,200,000; (

27. A summary of the Kessler Forensic Accounting Group PC damages report (Reference: KF-2025-0110-ICM) is attached hereto as Exhibit H. THE EXHIBITS WARRANT DENIAL OF THE MOTION

28. The Fraud Claims Are Not Duplicative and Satisfy CPLR § 3016(b). Vantor's contention that Ironside's fraud claims are duplicative of the breach of contract claim and fail to satisfy the heightened particularity requirement of CPLR § 3016(b) is squarely contradicted by the documentary record. The Vantor internal emails attached as Exhibit F demonstrate, in the words of Vantor's own personnel, that Nathan Orris and

29. Fiduciary Duty Arises from Vantor's Discretionary Valuation Role. Vantor's argument that it is merely a "service provider" and therefore owes no fiduciary duty to Ironside ignores the nature and scope of the duties it assumed under the FAA. Section 4.2 of the FAA vested Vantor with independent discretion over the pricing and valuation of Level 2 and Level 3 assets — precisely the types of illiquid and hard-to-val

30. The Liability Cap (§ 9.3) Is Unenforceable as to Claims for Fraud and Willful Misconduct. Vantor's reliance on the contractual liability cap of $2.98 million in FAA § 9.3 as a complete defense to this action is misplaced as a matter of law and as a matter of contract interpretation. Under settled New York law, a contractual limitation of liability cannot insulate a party from the consequences of its own fraud or

31. Unjust Enrichment Is Properly Pled in the Alternative. Vantor's argument that the unjust enrichment claim must be dismissed because an express contract exists between the parties disregards the well-established principle that alternative and inconsistent pleading is permitted under CPLR § 3014. Ironside has pled its unjust enrichment claim in the alternative, as it is entitled to do. Vantor's own motion illustrat

32. The Economic Loss Doctrine Does Not Bar Intentional Tort Claims. Vantor's invocation of the economic loss doctrine is equally unavailing. The economic loss doctrine, which precludes recovery in tort for purely economic losses that are the subject of a contractual relationship, is not without exception. New York courts have consistently held that the economic loss doctrine does not bar claims sounding in fraud or

33. The correspondence exchanged between the parties further supports the denial of Vantor's motion. The August 4, 2023 written inquiry from Ironside (through CFO Rajiv Subramanian) to Nathan Orris at Vantor (attached as Exhibit L) demonstrates that Ironside made a specific and detailed request for supporting documentation for twenty-three (23) positions upon identifying the initial pricing discrepancies. Vantor's ma

34. Finally, the expert reports further support the plausibility and specificity of the Verified Complaint's allegations and the magnitude of the damages claimed. The Harmon-Bryce Valuation Advisors LLC summary (attached as Exhibit G) provides the independent, third-party valuation analysis that identified the forty-seven mispriced positions and quantified the aggregate overvaluation at approximately $287 million. Th

35. For the foregoing reasons, and for the reasons more fully set forth in Plaintiff's accompanying Memorandum of Law, the documentary record conclusively establishes that each of Ironside's seven causes of action is well-pled, particularized, and supported by substantial evidence. Vantor's Motion to Dismiss is without merit and should be denied in its entirety. EXHIBIT LIST

36. The following fourteen (14) exhibits are attached hereto and incorporated by reference into this Affirmation: PRAYER FOR RELIEF

37. Based upon the foregoing facts and the documents annexed hereto as Exhibits A through N, and for the reasons more fully set forth in Plaintiff's Memorandum of Law in Opposition to Defendant's Motion to Dismiss, plaintiff Ironside Capital Management LP respectfully requests that this Court enter an order: (a) Denying Vantor Holdings Corp.'s Motion to Dismiss in its entirety; (b) Directing Vantor Holdings Corp. to