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file:///LRB-ALB-FS1/Vol1/ecourts/Process/covers/NYSUP.7158412022.QUEENS.001.LBLX038_TO.html[07/07/2026 3:55:09 PM]
Abid v Nuride Transp. Group, LLC
2023 NY Slip Op 35246(U)
October 30, 2023
Supreme Court, Queens County
Docket Number: Index No. 715841/22
Judge: Allan B. Weiss
Cases posted with a "30000" identifier, i.e., 2013 NY Slip
Op 30001(U), are republished from various New York
State and local government sources, including the New
York State Unified Court System's eCourts Service.
This opinion is uncorrected and not selected for official
publication.

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Short Form Order
NEW YORK SUPREME COURT - QUEENS COUNTY
Present: HonorableALLAN B.WEISSlAS PART 2
Justice
SADAF ABID, RAYED BUKHARI, and
YELM CONSULTING LLC, individually and
derivatively on behalf of NURIDE MANAGEMENT
GROUP LLC, LAPUMA TRANSPORTATION
GROUP LLC, LAPUMA GO GREEN LLC,
TYMPF HOLDINGS LLC, SIGNATURE BLACK
CAR LLC, ACCESS TRANSPORTATION
GROUP, LLC, NURIDE MEDTRANS
GROUP, LLC, RADIALITY, LLC and
NUQUEST MANAGEMENT GROUP LLC,
Plaintiffs,
-against-
NURIDE TRANSPORTATION GROUP, LLC
et. aI.,
Defendants.
Index No. 715841/22
Motion Date: 4/12/23
Motion Seq. No(s).
1&2
The followingnumberedpapersread onthismotionbydefendantMona Shaha/kJa
Mehreen Shah(Shah)to dismissthe complaintpursuant to CPLR 3211(a)(1)and(7);
and,byseparatenotice ofmotion,plaintiffs SadafAbid (Abid),RayedBukhari (Bukhari),
andYelmConsultingLLC (Yelm)moveto dismissdefendants' counterclaimspursuant to
CPLR 3211(a)(1),(3),and(7).
10/30/2023
FILED: QUEENS COUNTY CLERK 10/30/2023 04:00 PM INDEX NO. 715841/2022
NYSCEF DOC. NO. 142 RECEIVED NYSCEF: 10/30/2023
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Short Form Order 
NEW YORK SUPREME COURT - QUEENS COUNTY 
Present: Honorable ALLAN B. WEISS IAS PART 2 
Justice 
SADAF ABID, RAYED BUKHARI, and 
YELM CONSUL TING LLC, individually and 
derivatively on behalf ofNURIDE MANAGEMENT 
GROUP LLC, LAPUMA TRANSPORTATION 
GROUP LLC, LAPUMA GO GREEN LLC, 
TYMPF HOLDINGS LLC, SIGNATURE BLACK 
CARLLC, ACCESS TRANSPORTATION 
GROUP, LLC, NURIDE MEDTRANS 
GROUP, LLC, RADIALITY, LLC and 
NUQUEST MANAGEMENT GROUP LLC, 
Plaintiffs, 
-against-
NURIDE TRANSPORTATION GROUP, LLC 
· et. al., 
Defendants. 
Index No. 715841/22 
Motion Date: 4/12/23 
Motion Seq. No(s). 
1&2 
FILE~ 
COUNTY CLERK 
QUEENS COUNTY 
The following numbered papers read on this motion by defendant Mona Shah a/k/a 
Mehreen Shah (Shah) to dismiss the complaint pursuant to CPLR 3211 (a) (1) and (7); 
and, by separate notice of motion, plaintiffs Sadaf Abid (Abid), Rayed Bukhari (Bukhari), 
and Yelm Consulting LLC (Yelm) move to dismiss defendants' counterclaims pursuant to 
CPLR 3211 (a) (1), (3), and (7). 
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Papers
Numbered
Notices of Motion - Affidavits - ExhibitsEF 64 - 75
EF 77 - 99
Answering Affidavits - Exhibits EF 102 - 108
EF 110 - 136
Reply Affidavits EF 138
EF 140
Upon the foregoing papers it is ordered that the motions are determined as follows:
On a motion to dismiss pursuant to CPLR 3211 (a) (7), the court must accept the
facts alleged by the plaintiff as true and liberally construe the complaint, according it the
benefit of every possible favorable inference(see SokoloffvHarriman Estates Dev.
Corp.,96 NY2d 406,414 [2001];BenitezvBolla Operating LI Corp.,189 AD3d 970 [2d
Dept 2020]). The role of the court is to determine only whether the facts as alleged fit
within any cognizable legal theory(see BiancovLaw Offices o/Yuri Prakhin,189 AD3d
1326 [2d Dept 2020]). In general, when deciding a motion made pursuant to CPLR 3211
(a) (7), "[t]he court is limited to 'an examination of the pleadings to determine whether
they state a cause of action'"(Dolphin Holdings, Ltd.vGander&White Shipping, Inc.,
122 AD3d 901,902 [2d Dept 2014], quotingMiglinovBally Total Fitness o/Greater
NY, Inc.,20 NY3d 342, 351 [2013];see FedelevQualified Pers. Residence Trust0/
Doris Rosen Margett,137 AD3d 965,967 [2d Dept 2016]). Moreover, where
documentary evidence definitively contradicts the plaintiffs factual allegations and
conclusively disposes of the plaintiffs claim, dismissal pursuant to CPLR 3211 (a) (1) is
warranted(see DiGiacomovLevine,76 AD3d 946,949 [2d Dept 2010]).
Applying these principles to the case at bar, this court finds that the causes of
action against Shah premised on a theory of piercing the corporate veil must be dismissed.
Specifically, as stated in the complaint, Shah's liability under the first through eleventh
causes of action - namely, breach of fiduciary duty, conversion, dissolution pursuant to
Business Corporation Law9 Il04-A, dissolution pursuant to Limited Liability Company
Law9 702, common-law dissolution, withdrawal and equitable buyout, breach of
contract, breach of the covenant of good faith and fair dealing, unjust enrichment,
promissory estoppel, and quantum meruit - is predicated on piercing the corporate veil.
Generally, a plaintiff seeking to pierce the corporate veil must show that "( 1) the
owners exercised complete domination of the corporation in respect to the transaction
attacked; and (2) that such domination was used to commit a fraud or wrong against the
plaintiff which resulted in plaintiffs injury"(ConasonvMegan Holding, LLC,25 NY3d
1 [2015], quotingMorrisvState Dep 't o/Taxation& Fin.,82 NY2d 135 [1993]).
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Papers 
Numbered 
Notices of Motion -Affidavits - Exhibits ............................................ EF 64 - 75 
EF 77 - 99 
Answering Affidavits - Exhibits .......................................................... EF 102 - 108 
EF 110 - 136 
Reply Affidavits ................................................................................... EF 13 8 
EF 140 
Upon the foregoing papers it is ordered that the motions are determined as follows: 
On a motion to dismiss pursuant to CPLR 3211 (a) (7), the court must accept the 
facts alleged by the plaintiff as true and liberally construe the complaint, according it the 
benefit of every possible favorable inference (see Sokoloff v Harriman Estates Dev. 
Corp., 96 NY2d 406,414 [2001]; Benitez v Bolla Operating LI Corp., 189 AD3d 970 [2d 
Dept 2020]). The role of the court is to determine only whether the facts as alleged fit 
within any cognizable legal theory (see Bianco v Law Offices of Yuri Prakhin, 189 AD3d 
1326 [2d Dept 2020]). In general, when deciding a motion made pursuant to CPLR 3211 
(a) (7), "[t]he court is limited to 'an examination of the pleadings to determine whether 
they state a cause of action"' (Dolphin Holdings, Ltd. v Gander & White Shipping, Inc., 
122 AD3d 901, 902 [2d Dept 2014], quoting Miglino v Bally Total Fitness of Greater 
NY., Inc., 20 NY3d 342, 351 [2013]; see Fedele v Qualified Pers. Residence Trust of 
Doris Rosen Margett, 137 AD3d 965, 967 [2d Dept 2016]). Moreover, where 
documentary evidence definitively contradicts the plaintiffs factual allegations and 
conclusively disposes of the plaintiffs claim, dismissal pursuant to CPLR 3211 (a) (1) is 
warranted (see DiGiacomo v Levine, 76 AD3d 946, 949 [2d Dept 201 O]). 
Applying these principles to the case at bar, this court finds that the causes of 
action against Shah premised on a theory of piercing the corporate veil must be dismissed. 
Specifically, as stated in the complaint, Shah's liability under the first through eleventh 
causes of action - namely, breach of fiduciary duty, conversion, dissolution pursuant to 
Business Corporation Law § 1104-A, dissolution pursuant to Limited Liability Company 
Law§ 702, common-law dissolution, withdrawal and equitable buyout, breach of 
contract, breach of the covenant of good faith and fair dealing, unjust enrichment, 
promissory estoppel, and quantum meruit - is predicated on piercing the corporate veil. 
Generally, a plaintiff seeking to pierce the corporate veil must show that "(l) the 
owners exercised complete domination of the corporation in respect to the transaction 
attacked; and (2) that such domination was used to commit a fraud or wrong against the 
plaintiff which resulted in plaintiffs injury" (Conason v Megan Holding, LLC, 25 NY3d 
1 [2015], quoting Morris v State Dep 't of Taxation & Fin., 82 NY2d 135 [1993]). 
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Piercing of the corporate veil is not a cause of action independent of that against the
corporation; rather, it is established when the facts and circumstances compel a court to
impose the corporate obligation on its owners, who are otherwise shielded from liability
(see Morris,82NY2d at 141). Therefore, "[t]he concept is equitable in nature, and the
decision whether to pierce the corporate veil in a given instance will depend on the facts
and circumstances"(Millennium Constr., LLCvLoupolover,44 AD3d 1016 [2d Dept
2007], quotingHyland Meat Co.vTsagarakis,202 AD2d 552, 553 [2d Dept 1994]).
Factors to consider in determining whether an individual has abused the corporate form
include failure to adhere to corporate formalities, inadequate capitalization, commingling
of assets, and personal use of corporate funds(see GrammasvLockwood Assoc., LLC, 95
AD3d 1073, 1074 [2d Dept 2012]).
Here, plaintiffs have not pleaded sufficient facts to pierce the corporate veil
against Shah because there is no allegation in the complaint that she was an owner,
director, officer, member, or shareholder in any of the defendant corporations(see Old
Republic Nat'l Title Ins. Co.vMoskowitz,297 AD2d 724 [2d Dept 2002]). Furthermore,
the court rejects Shah's argument that dismissal of the complaint against her is
inappropriate at this stage because evidence may eventually be discovered that would
justify piercing the corporate veil(see YovichvMontefiore Nyack Hosp.,212 AD3d 425
[1st Dept 2023];East Hampton Union Free School Dist.vSandpebble Bldrs., Inc., 66
AD3d 122, 128-129 [2d Dept 2009]).
Next, the court will address those branches of Shah's motion to dismiss the twelfth
through seventeenth causes of action alleging violations of New York Labor Law. In
support of the motion, Shah contends that these claims should be dismissed because she
was not Abid and Bukhari's direct employer during the relevant periods. In determining
whether aparty is an employer for purposes of the Labor Law, New York courts have
employed an "economic realities" analysis, which considers whether a defendant had an
"ownership interest or power to do more than carry out personnel decisions made by
others"(PatrowichvChem. Bank,63 NY2d 541 [1984]). A broad interpretation of the
"economic realities"test has been adopted by evaluating "whether the alleged employer
(1) had the power to hire and fire the employees; (2) supervised and controlled employee
work schedules or conditions of employment; (3) determined the rate and method of
payment; and (4) maintained employment records"(Matter o/CarvervState o/New
York,87 AD3d 25 [2d Dept 2011], quotingHermanvRSR Sec. Services Ltd.,172 F3d
132, 139 [2d Cir 1999]).
Here, based upon a careful reading of the allegations of the complaint, and upon
consideration of the economic realities of this case, plaintiffs, at this stage of the
litigation, have sufficiently stated causes of action against Shah as an "employer" within
the meaning of the Labor Law(see LomelivFalkirk Mgt. Corp.,179 AD3d 660 [2d Dept
2020]; CohenvFinz
&Finz,Pc.,131AD3d 666 [2d Dept 2015];BonitovAvalon
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Piercing of the corporate veil is not a cause of action independent of that against the 
corporation; rather, it is established when the facts and circumstances compel a court to 
impose the corporate obligation on its owners, who are otherwise shielded from liability 
(see Morris, 82 NY2d at 141). Therefore, "[t]he concept is equitable in nature, and the 
decision whether to pierce the corporate veil in a given instance will depend on the facts 
and circumstances" (Millennium Constr., LLC v Loupolover, 44 AD3d 1016 [2d Dept 
2007], quoting Hyland Meat Co. v Tsagarakis, 202 AD2d 552, 553 [2d Dept 1994]). 
Factors to consider in determining whether an individual has abused the corporate form 
include failure to adhere to corporate formalities, inadequate capitalization, commingling 
of assets, and personal use of corporate funds (see Grammas v Lockwood Assoc., LLC, 95 
AD3d 1073, 1074 [2d Dept 2012]). 
Here, plaintiffs have not pleaded sufficient facts to pierce the corporate veil 
against Shah because there is no allegation in the complaint that she was an owner, 
director, officer, member, or shareholder in any of the defendant corporations (see Old 
Republic Nat'l Title Ins. Co. v Moskowitz, 297 AD2d 724 [2d Dept 2002]). Furthermore, 
the court rejects Shah's argument that dismissal of the complaint against her is 
inappropriate at this stage because evidence may eventually be discovered that would 
justify piercing the corporate veil (see Yovich v Monteffore Nyack Hosp., 212 AD3d 425 
[1st Dept 2023]; East Hampton Union Free School Dist. v Sandpebble Bldrs., Inc., 66 
AD3d 122, 128-129 [2d Dept 2009]). 
Next, the court will address those branches of Shah's motion to dismiss the twelfth 
through seventeenth causes of action alleging violations of New York Labor Law. In 
support of the motion, Shah contends that these claims should be dismissed because she 
was not Abid and Bukhari's direct employer during the relevant periods. In determining 
whether a party is an employer for purposes of the Labor Law, New York courts have 
employed an "economic realities" analysis, which considers whether a defendant had an 
"ownership interest or power to do more than carry out personnel decisions made by 
others" (Patrowich v Chem. Bank, 63 NY2d 541 [1984]). A broad interpretation of the 
"economic realities"test has been adopted by evaluating "whether the alleged employer 
(1) had the power to hire and fire the employees; (2) supervised and controlled employee 
work schedules or conditions of employment; (3) determined the rate and method of 
payment; and ( 4) maintained employment records" (Matter of Carver v State of New 
York, 87 AD3d 25 [2d Dept 2011], quoting Herman v RSR Sec. Services Ltd., 172 F3d 
132, 139 [2d Cir 1999]). 
Here, based upon a careful reading of the allegations of the complaint, and upon 
consideration of the economic realities of this case, plaintiffs, at this stage of the 
litigation, have sufficiently stated causes of action against Shah as an "employer" within 
the meaning of the Labor Law (see Lomeli v Falkirk Mgt. Corp., 179 AD3d 660 [2d Dept 
2020]; Cohen v Finz & Finz, P.C., 131 AD3d 666 [2d Dept 2015]; Bonito v Avalon 
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Partners, Inc.,106 AD3d 625 [1st Dept 2013]). Plaintiff claims that, during Abid and
Bukhari's employment with defendants NuRideTransportation Group, LLC (NuRide)
and NYC Green Transportation Group, LLC (NYC Green), Shah exercised control over
the daily operations of their work. In particular, the complaint alleges that, "[t]hroughout
the relevant time period, Shah controlled and directed Abid's and Bukhari's terms of
employment and compensation," "Shah maintained authority to hire, fire, discipline, and
promote Abid and Bukhari," and "Shah maintained control, oversight, and direction of
Abid and Bukhari, including with respect to timekeeping, work allocation, task
supervision, monitoring work product, payroll, and other employment policies and
practices." As such, those branches of Shah's motion to dismiss the Labor Law causes of
action asserted against her are denied.
Likewise, those branches of Shah's motion to dismiss the eighteenth and
nineteenth causes of action alleging violations of the Free Lance Isn't Free Act (FIFA)
against her, which were asserted as alternatives to Abid and Bukhari's claims under the
Labor Law in the event that they are not found to be "employees" within the meaning of
the Labor Law, are denied. FIFA provides legal protections for freelance workers against
nonpayment for work performed(see ChenvRomona Keveza Collection LLC,208 AD3d
152, 155 [1st Dept 2022]). Pursuant to Administrative Code of the City of New York9
20-927, the term "freelance worker" is defined as "any natural person or any organization
composed of no more than one natural person, whether or not incorporated or employing
a trade name, that is hired or retained as an independent contractor by a hiring party to
provide services in exchange for compensation." The term "hiring party" is defined as
"any person who retains a freelance worker to provide any service .... " (Administrative
Code of the City of New York9 20-927).
Here, the complaint sufficiently states causes of action alleging violations of FIFA
against Shah. Plaintiffs allege that "FIFA requires hiring parties, including NuRide, NYC
Green, Ahmed, and Shah, to pay freelance workers, including Yelm, Abid, and Bukhari,
all compensation on or before the date such contracted compensation is due under the
terms of the contract or, if the contract does not specify when the contracted
compensation is due or the mechanism by which such due date shall be determined, no
later than 30 days after completion of the freelance worker's services under the contract."
It is further alleged that Shah violated FIFA by failing to pay Abid and Bukhari for their
services and, with respect to Abid, for providing late compensation for her work.
In view of the foregoing, the court need not reach the grounds for dismissal of the
complaint pursuant to CPLR 3211 (a) (1).
Furthermore, in the absence of a notice of motion, the court will not entertain
plaintiffs' informal request for leave to amend the complaint made in his opposition
papers. For the same reason, Shah's arguments pertaining to dismissal of the cross-claims
asserted against her will not be addressed herein. An application to the court for such
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Partners, Inc., 106 AD3d 625 [1st Dept 2013]). Plaintiff claims that, during Abid and 
Bukhari' s employment with defendants NuRide Transportation Group, LLC (NuRide) 
and NYC Green Transportation Group, LLC (NYC Green), Shah exercised control over 
the daily operations of their work. In particular, the complaint alleges that, "[t]hroughout 
the relevant time period, Shah controlled and directed Abid's and Bukhari's terms of 
employment and compensation," "Shah maintained authority to hire, fire, discipline, and 
promote Abid and Bukhari," and "Shah maintained control, oversight, and direction of 
Abid and Bukhari, including with respect to timekeeping, work allocation, task 
supervision, monitoring work product, payroll, and other employment policies and 
practices." As such, those branches of Shah's motion to dismiss the Labor Law causes of 
action asserted against her are denied. 
Likewise, those branches of Shah's motion to dismiss the eighteenth and 
nineteenth causes of action alleging violations of the Free Lance Isn't Free Act {FIFA) 
against her, which were asserted as alternatives to Abid and Bukhari's claims under the 
Labor Law in the event that they are not found to be "employees" within the meaning of 
the Labor Law, are denied. FIFA provides legal protections for freelance workers against 
nonpayment for work performed (see Chen v Romona Keveza Collection LLC, 208 AD3d 
152, 155 [1st Dept 2022]). Pursuant to Administrative Code of the City of New York§ 
20-927, the term "freelance worker" is defined as "any natural person or any organization 
composed of no more than one natural person, whether or not incorporated or employing 
a trade name, that is hired or retained as an independent contractor by a hiring party to 
provide services in exchange for compensation." The term "hiring party" is defined as 
"any person who retains a freelance worker to provide any service .... " (Administrative 
Code of the City ofNew York§ 20-927). 
Here, the complaint sufficiently states causes of action alleging violations of FIFA 
against Shah. Plaintiffs allege that "FIFA requires hiring parties, including NuRide, NYC 
Green, Ahmed, and Shah, to pay freelance workers, including Yelm, Abid, and Bukhari, 
all compensation on or before the date such contracted compensation is due under the 
terms of the contract or, if the contract does not specify when the contracted 
compensation is due or the mechanism by which such due date shall be determined, no 
later than 30 days after completion of the freelance worker's services under the contract." 
It is further alleged that Shah violated FIFA by failing to pay Abid and Bukhari for their 
services and, with respect to Abid, for providing late compensation for her work. 
In view of the foregoing, the court need not reach the grounds for dismissal of the 
complaint pursuant to CPLR 3211 (a) (1). 
Furthermore, in the absence of a notice of motion, the court will not entertain 
plaintiffs' informal request for leave to amend the complaint made in his opposition 
papers. For the same reason, Shah's arguments pertaining to dismissal of the cross-claims 
asserted against her will not be addressed herein. An application to the court for such 
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relief must be made by notice of motion setting forth the relief demanded (CPLR 22 14).
That branchof theseparatemotionby Yelm,Abid,andBukharito dismiss
NuRide's counterclaim against Yelm for breach of contract is denied. To state a claim for
breach of contract, the complaint must allege the existence of a contract, the plaintiff's
perfonnance under the contract, the defendant's breach of that contract, and damages as a
result of the breach(see DeevRakower,112 AD3d 204,208-209 [2d Dept 2013]).
Here, the court finds that NuRide adequately pleaded a cause of action for breach
of the consultancy agreement against Yelm. It is alleged in the counterclaim that, on
January1,2016,NuRide and Yelm entered into a consultancy agreement, whereby the
annual fee for Yelm's consulting services was $100,000.00. It is further alleged that
NuRide overpaid Yelm for such services, in the total amount of $454, 120.96, and that
Yelm breached the consultancy agreement by "failing to refund and return the amounts
that were overpaid byNuRidetowhichYelm was not entitled to pursuant to the
Consultancy Agreement." Moreover, contrary to Yelm's additional contention, NuRide's
breach of contract counterclaim is not barred by the doctrine of account stated because, as
stated in the affidavit ofNadim Ahmed, Nuride's executive chainnan, NuRide demanded
areturnof theoverpayment in February 2020(see generally Interman Industrial
Products, LtdvR.S.M Electron Power, Inc.,37 NY2d 151 [1975]).
Turning to that branch of themotionby Yelm, Abid, and Shah to dismiss
NuRide's counterclaim for conversion against Yelm, this court finds that it is duplicative
of the breach of contract counterclaim. NuRide does not allege any facts independent of
the facts supporting its breach of contract counterclaim or that the alleged conversion
resulted from a legal duty independent of the contract(see e.g. JeffirsvAmerican Univ.
of Antigua,125 AD3d 440 [1st Dept 2015]). Rather, NuRide simply alleges in the
conversion counterclaim that Yelm asswned control over the money it allegedly overpaid
to Yelm under the contract and that NuRide is entitled to the return of the overpayments
pursuant to the contract. Specifically, it is alleged that, "Yelm has wrongfully converted
and continue to convert the Overpaid Amounts that are due to be refunded and returned to
NuRide inconnectionwith the Consultancy Agreement" and Yelm's "exercise of
dominion and control over the Overpaid Amounts unjustly deprived NuRide of its right in
and use of the Overpaid Amounts to which it is rightfully entitled to under the
Consultancy Agreement." As such, that branch ofthe motion by Yelm, Abid, and Shah to
dismissNuRide'scounterclaim for conversion is granted.
That branch ofYelm, Abid, and Shah's motion to dismiss the counterclaim for
breach of fiduciary duty by defendants/plaintiffs on the counterclaim SBL Capital, LLC
(SBL Capital), Fatfield Equities, LLC (Fattield), and Mohammad Jawad Ansari (Ansari)
against Yelm is denied. To state a claim for breachof fiduciaryduty, aplaintiff must
allege"'(I)the existence of a fiduciary relationship, (2) misconduct by the defendant,
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relief must be made by notice of motion setting forth the relief demanded (CPLR 2214). That branch of the separate motion by Yelm, Abid, and Bukhari to dismiss NuRide's counterclaim against Yelm for breach of contract is denied. To state a claim for breach of contract, the complaint must allege the existence of a contract, the plaintiffs performance under the contract, the defendant's breach of that contract, and damages as a result of the breach (see Dee v Rakower, 112 AD3d 204, 208-209 [2d Dept 2013]). 
Here, the court finds that NuRide adequately pleaded a cause of action for breach of the consultancy agreement against Yelm. It is alleged in the counterclaim that, on January 1, 2016, NuRide and Yelm entered into a consultancy agreement, whereby the annual fee for Yelm's consulting services was $100,000.00. It is further alleged that NuRide overpaid Yelm for such services, in the total amount of$454,120.96, and that Yelm breached the consultancy agreement by "failing to refund and return the amounts that were overpaid by NuRide to which Yelm was not entitled to pursuant to the Consultancy Agreement." Moreover, contrary to Yelm's additional contention, NuRide's breach of contract counterclaim is not barred by the doctrine of account stated because, as stated in the affidavit ofNadim Ahmed, Nuride's executive chairman, NuRide demanded a return of the overpayment in February 2020 (see generally Interman Industrial Products, Ltd. v R. S. M Electron Power, Inc., 37 NY2d 151 [1975]). 
Turning to that branch of the motion by Yelm, Abid, and Shah to dismiss NuRide's counterclaim for conversion against Yelm, this court finds that it is duplicative of the breach of contract counterclaim. NuRide does not allege any facts independent of the facts supporting its breach of contract counterclaim or that the alleged conversion resulted from a legal duty independent of the contract (see e.g. Jeffers v American Univ. of Antigua, 125 AD3d 440 [1st Dept 2015]). Rather, NuRide simply alleges in the conversion counterclaim that Yelm assumed control over the money it allegedly overpaid to Yelm under the contract and that NuRide is entitled to the return of the overpayments pursuant to the contract. Specifically, it is alleged that, "Yelm has wrongfully converted and continue to convert the Overpaid Amounts that are due to be refunded and returned to NuRide in connection with the Consultancy Agreement" and Yelm' s "exercise of dominion and control over the Overpaid Amounts unjustly deprived NuRide of its right in and use of the Overpaid Amounts to which it is rightfully entitled to under the Consultancy Agreement." As such, that branch ofthe motion by Yelm, Abid, and Shah to dismiss NuRide's counterclaim for conversion is granted. 
That branch of Yelm, Abid, and Shah's motion to dismiss the counterclaim for breach of fiduciary duty by defendants/plaintiffs on the counterclaim SBL Capital, LLC (SBL Capital), Fatfield Equities, LLC (Fatfield), and Mohammad Jawad Ansari (Ansari) against Yelm is denied. To state a claim for breach of fiduciary duty, a plaintiff must allege" '(1) the existence of a fiduciary relationship, (2) misconduct by the defendant, 
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and (3) damages directly caused by the defendant's misconduct' "(Varverisv
Zacharakos,110 AD3d 1059 [2d Dept 2013], quotingRutvYoung Adult Inst., Inc., 74
AD3d 776,777 [2d Dept 2010];see Village o/Kiryas JoelvCounty o/Orange, 144
AD3d 895 [2d Dept 2016]). Pursuant to Limited Liability Company LawS 409, members
of a limited liability company owe one another a fiduciary duty to act in good faith and
with the degree of care of an ordinarily prudent person in similar circumstances.
In this case, SBL Capital, Fatfield, and Ansari sufficiently stated a counterclaim
for breach of fiduciary duty against Yelm by alleging that Yelm "by virtue of its majority
interests in SLS, LaPuma, Go Green, Access, and TYMPF owes a fiduciary duty to SBL
Capital, Fatfield, and Ansari to operate in good faith and loyalty as majority owner and
with regard to SBL Capital, Fatfield, and Ansari as minority owners," and that "Yelm
breached its fiduciary duty owed to SBL Capital, Fatfield, and Ansari as minority owners
by seeking dissolution without providing fair compensation of their minority ownership
interests in SLS, LaPuma, Go Green, Access, and TYMPF." It is further alleged that
Yelm "acted oppressively, wastefully, and/or breached its fiduciary duty," "failed to
exercise reasonable business judgment," and "is self-interested in the dissolution" by
"seeking dissolution of SLS, LaPuma, Go Green, Access, and TYMPF to the extent that
dissolution is improper because it is still reasonably practicable for these entities to carry
on their business operations and purpose."
In addition, Yelm, Abid, and Shah move to dismiss the breach of fiduciary
counterclaim on the ground that SBL Capital, Fatfield, and Ansari lack standing to bring
said claim pursuant to CPLR 3211 (a) (3). However, to the extent that it is alleged that
SBL Capital, Fatfield, and Ansari are minority owners of SLS, LaPuma, Go Green,
Access, and TYMPF, they have standing to assert a derivative claim for breach of
fiduciary duty against Yelm, which is alleged to be a majority owner of SLS, LaPuma, Go
Green, Access, and TYMPF,(see TzolisvWolff,10 NY3d 100 [2008];Yuko ItovSuzuki,
57 AD3d 205 [1st Dept 2008]).
Finally, that branch ofYelm, Abid, and Shah's motion to dismiss the counterclaim
seeking sanctions and attorneys' fees for frivolous litigation under 22 NYCRRS 130-1.1
is granted. It is well-established that New York does not recognize an independent cause
of action for the imposition of sanctions relating to frivolous actions(see Wells Fargo
Bank, NA.vMitselmakher,197 AD3d 781 [2d Dept 2021];Lewis, Brisbois, Bisgaard&
Smith, LLPvLaw Firm o/Howard Mann,141 AD3d 574 [2d Dept 2016]).
FILED: QUEENS COUNTY CLERK 10/30/2023 04:00 PM INDEX NO. 715841/2022
NYSCEF DOC. NO. 142 RECEIVED NYSCEF: 10/30/2023
6 of 7
and (3) damages directly caused by the defendant's misconduct' "(Varveris v 
Zacharakos, 110 AD3d 1059 [2d Dept 2013], quoting Rut v Young Adult Inst., Inc., 74 
AD3d 776, 777 [2d Dept 2010]; see Village of Kiryas Joel v County of Orange, 144 
AD3d 895 [2d Dept 2016]). Pursuant to Limited Liability Company Law§ 409, members 
of a limited liability company owe one another a fiduciary duty to act in good faith and 
with the degree of care of an ordinarily prudent person in similar circumstances. 
In this case, SBL Capital, Fatfield, and Ansari sufficiently stated a counterclaim 
for breach of fiduciary duty against Yelm by alleging that Yelm "by virtue of its majority 
interests in SLS, LaPuma, Go Green, Access, and TYMPF owes a fiduciary duty to SBL 
Capital, Fatfield, and Ansari to operate in good faith and loyalty as majority owner and 
with regard to SBL Capital, Fatfield, and Ansari as minority owners," and that "Yelm 
breached its fiduciary duty owed to SBL Capital, Fatfield, and Ansari as minority owners 
by seeking dissolution without providing fair compensation of their minority ownership 
interests in SLS, LaPuma, Go Green, Access, and TYMPF." It is further alleged that 
Yelm "acted oppressively, wastefully, and/or breached its fiduciary duty," "failed to 
exercise reasonable business judgment," and "is self-interested in the dissolution" by 
"seeking dissolution of SLS, La Puma, Go Green, Access, and TYMPF to the extent that 
dissolution is improper because it is still reasonably practicable for these entities to carry 
on their business operations and purpose." 
In addition, Yelm, Abid, and Shah move to dismiss the breach of fiduciary 
counterclaim on the ground that SBL Capital, Fatfield, and Ansari lack standing to bring 
said claim pursuant to CPLR 3211 (a) (3). However, to the extent that it is alleged that 
SBL Capital, Fatfield, and Ansari are minority owners of SLS, LaPuma, Go Green, 
Access, and TYMPF, they have standing to assert a derivative claim for breach of 
fiduciary duty against Yelm, which is alleged to be a majority owner of SLS, LaPuma, Go 
Green, Access, and TYMPF, (see Tzolis v Wolff, l 0 NY3d 100 [2008]; Yuko Ito v Suzuki, 
57 AD3d 205 [1st Dept 2008]). 
Finally, that branch of Yelm, Abid, and Shah's motion to dismiss the counterclaim 
seeking sanctions and attorneys' fees for frivolous litigation under 22 NY CRR § 13 0-1. 1 
is granted. It is well-established that New York does not recognize an independent cause 
of action for the imposition of sanctions relating to frivolous actions (see Wells Fargo 
Bank, NA. v Mitselmakher, 197 AD3d 781 [2d Dept 2021]; Lewis, Brisbois, Bisgaard & 
Smith, LLP v Law Firm of Howard Mann, 141 AD3d 574 [2d Dept 2016]). 
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Accordingly, those branches of Shah's motion to dismiss the first through eleventh
causes of action against her aregranted. In all other respects, Shah's motion isdenied.
The separate motion byYelm, Abid, and Shah to dismiss defendants' counterclaims is
granted onlytothe extent that the counterclaim for conversion and the counterclaim
seeking sanctions and attorneys' fees are dismissed.
Dated: October,.$6 ,2023 1:7 l.S.C.
10/30/2023
FILED: QUEENS COUNTY CLERK 10/30/2023 04:00 PM INDEX NO. 715841/2022
NYSCEF DOC. NO. 142 RECEIVED NYSCEF: 10/30/2023
7 of 7
Accordingly, those branches of Shah's motion to dismiss the first through eleventh 
causes of action against her are granted. In all other respects, Shah's motion is denied. 
The separate motion by Yelm, A bid, and Shah to dismiss defendants' counterclaims is 
granted only to the extent that the counterclaim for conversion and the counterclaim 
seeking sanctions and attorneys' fees are dismissed. 
Dated: October 3 ~ , 2023 
FILED~ 
COUNTY CLERK 
QUEENS COUNTY 
1 .7 J.S.C. 
[* 7]