Great Ajax Operating Partnership L.P. v. PCG REO Holdings, LLC

Summary

The New York Appellate Division, First Department unanimously affirmed the dismissal of Great Ajax Operating Partnership L.P.'s complaint and the award of attorneys' fees to defendants. The court held that claims concerning a New Jersey mortgage loan were barred by judicial estoppel, while claims involving the transfer of New York REO properties were properly dismissed because the deeds were delivered within a reasonable time and the alleged damages were unsubstantiated and contractually barred. The court also affirmed dismissal of duplicative fraud, implied-covenant, and negligence claims.

Holdings

1. The claims were properly dismissed because plaintiff had procured a judgment in its favor in New Jersey by taking positions inconsistent with those asserted in this action.
2. The breach-of-contract claim was properly dismissed because defendants delivered the deeds within a reasonable time under the circumstances.
3. The fraud cause of action was properly dismissed as duplicative of the breach-of-contract claim.
4. Plaintiff's damages claim was properly rejected because the alleged damages were unsupported by documentation and constituted indirect damages barred by the contract.
5. The claims alleging breach of the implied covenant of good faith and fair dealing and negligence were properly dismissed as duplicative of the contract claims.
6. There is no requirement that evidence be submitted by affidavit to prevail on a motion for summary judgment.

Questions Presented

1. Whether plaintiff's claims arising from the sale of the New Jersey mortgage loan were barred by judicial estoppel.
2. Whether defendants breached the contract by delivering deeds for five New York REO properties within a reasonable time under the circumstances.
3. Whether plaintiff's fraud claim was duplicative of its breach-of-contract claim.
4. Whether plaintiff's damages claims were unsubstantiated and barred by the contract's exclusion of indirect damages.
5. Whether the implied-covenant and negligence claims were duplicative of the contract claims.
6. Whether evidence submitted without affidavit could support a party's position on summary judgment.

Disposition

affirmed