Extract to table

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

Ironside contends that the liability cap is void and unenforceable as applied to its fraud and willful misconduct claims as a matter of New York public policy, and that the cap must be read in harmony with the FAA's own indemnification provision (Section 9

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

3d 128, 135–37 (1st Dep't 2014) | The First Department held that on a motion to dismiss under CPLR § 3211(a)(7), the complaint must be liberally construed, all facts alleged must be accepted as true, and the plaintiff must be afforded every favorable inference

The Court held that the two provisions must be read consistently and harmonized, and that because the indemnification clause (analogous to FAA § 9

3 here) must be read to exclude fraud and willful misconduct claims from the cap as well