Extract to table

D below, the operating agreement of the Project SPV is a critical document that we have not yet obtained and must secure in discovery

Our assessment of each element must be calibrated accordingly

Additionally, under CPLR § 3016(b), fraud claims must be pleaded with sufficient particularity — the circumstances constituting the wrong must be stated in detail, including the particular statements alleged to be false and the time, place, and manner in which they were made

Despite the significant strengths described above, several weaknesses and litigation risks must be acknowledged: Clear and Convincing Evidence Standard

We believe this argument is weak — the concealed defects are sufficiently material that a reasonable investor would have walked away — but it will be raised and must be addressed

As a threshold matter, the existence of a fiduciary or confidential relationship must be established