Defendants moved, pursuant to CPLR 3211, to dismiss an amended complaint. The court granted the motion. The dispute involved a joint venture between the plaintiff and the defendant to develop luxury condominiums (project). In essence, the plaintiff and the defendant each had “a 50 percent stake in the project’s profits.” The plaintiff alleged that the defendant, “who was responsible for the construction—did a shoddy job that caused delays and resulted in the project generating $30 million less profit than expected….”

The parties’ operating agreements contain “classic exculpatory clauses for alleged malfeasance that amounts to mere negligence (as opposed,…, to gross negligence or intentional misconduct).” The court held that “the exculpatory clauses bar all of [the plaintiff’s] claims for monetary damages” and the documentary evidence refuted the plaintiff’s theory of the case.