*1 Plaintiff appeals from the orders of the Supreme Court, New York County (Shirley Werner Kornreich, J.), entered March 1, 2016, which, to the extent appealed from as limited by the briefs, granted defendants’ motion to dismiss the first (declaratory judgment/injunction that plaintiff is a Member of AGI), second (declaratory judgment that defendants owe fiduciary duties to plaintiff), fourth (access to AGI’s books and records under Delaware law), fifth (accounting), and sixth (constructive trust) causes of action in the amended complaint (AC), and denied plaintiff’s motion to include in the second amended complaint the causes of action in the AC that had been to declare upon the first cause of action that plaintiff is not a member of AGI with all the rights that the decedent held under AGI’s LLC Agreement, to declare upon the second cause of action that defendants do not owe fiduciary duties to plaintiff.*2
BARBARA KAPNICK, J.In November 2013, nonparty Alexander Calderwood (Alex) died unexpectedly at age 47, intestate, and his father, Thomas B. Calderwood, was appointed the personal representative of Alex’s Estate, the plaintiff in this action (the Estate). During his lifetime, Alex apparently enjoyed much success as an entrepreneur, including in the boutique hotel industry. He was the founder and creator of the Ace brand of boutique hotels, which had hotels located in New York, Seattle, Palm Springs and London. In 2011, Alex sought to buy out his then business partners, but needed capital to do so. Thus, in conjunction with defendant Ecoplace LLC (Ecoplace), a company controlled by defendant Stefanos Economou (Economou), he formed ACE Group International LLC (AGI), a Delaware limited liability company. AGI was formed as a management company with its primary assets being the management contracts it has with the various Ace hotel properties, as well as rights to the Ace brand and related intellectual property.Pursuant to the AGI limited liability agreement (LLC Agreement), Ecoplace invested $10,000,000 into AGI, and in exchange, received a 33.33 percent interest in the company with a $10,000,000 preferred return and veto rights over certain “major decisions.” Alex retained a 66.67 percent interest in AGI along with control of AGI’s day-to-day operations. Alex later transferred a portion of his interest to certain AGI executives, leaving him, at the time of his death, with a 51.74 percent majority stake in AGI.Following Alex’s death, the Estate sought to value the interests that Alex held in AGI in order to file an accurate accounting for estate tax purposes. Counsel for the Estate wrote to AGI, requesting access to its books and records for this purpose. Apparently, however, AGI did not provide the
