Spano v Solar-Fi Advisor, LLC

Holding The appellate court affirmed the dismissal of the amended complaint, finding that the plaintiffs failed to state viable claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, or unjust enrichment. The court determined that the operating agreement’s merger approval provision was reasonably interpreted under Delaware law to require only a majority vote, and that further repleading would be futile.

The court’s words

any merger had to be approved by only a majority vote

2026 NY Slip Op 06545, at the official text

defendants' construction is the only reasonable interpretation of the contract

2026 NY Slip Op 06545, at the official text

plaintiffs cite no contractual benefit akin to the right to a pro rata distribution

2026 NY Slip Op 06545, at the official text

unjust enrichment allegations—principally concerning alleged diversion of Sol-REIT assets and unauthorized use of plaintiff James Spano's image—were vague, conclusory, and derivative of rights governed by the operating agreement

2026 NY Slip Op 06545, at the official text

amended complaint did not include allegations of domination and abuse of the corporate form adequate to pierce the corporate veil

2026 NY Slip Op 06545, at the official text

further repleading of the claims would be futile

2026 NY Slip Op 06545, at the official text