Justice John Egan Jr.
Melino operated Calabrese Bakeries. Battaglia operated Rockland Bakery. Under a 2002 agreement Calabrese and Rockland each owned half of B.M. Baking Co. Inc. Melino was later imprisoned and Seeley managed B.M. Baking’s operations. Seeley purportedly created businesses diverting B.M. Banking’s money and assets. B.M. Baking was dissolved in 2004. After release, Melino sued for contract breach, fraudulent inducement, breach of fiduciary duty and related causes of action. Despite denying dismissal of causes of action alleging fraudulent inducement, contract breach and conversion, supreme court dismissed the balance of the complaint. On cross appeals, Third Department reversed only plaintiffs’ cause of action for breach of fiduciary duty. Although Battaglia averred that he did not appear for meetings in which B.M. Baking’s directors or officers were elected, and Seeley asserted that he was not an employee of either Calabrese or B.M. Baking, plaintiffs’ documentary evidenceincluding corporate resolutions/minutes naming Battaglia as B.M. Baking’s director and vice-president, and documents in which Seeley identified himself as manager of Calabrese Rockland Bakerywere sufficient to raise a factual issue on the point.
