The following e-filed documents, listed by NYSCEF document number (Motion 002) 19, 20, 21, 22, 23, 24, 27, 31 were read on this motion to/for Dismiss.DECISION AND ORDER This action relates to the IFG Fund L.P. (the “Fund”), a Delaware limited partnership with its principal place of business in New York, and to several of the Fund’s investments. Plaintiff Navaid Alam is an initial limited partner of the Fund. Plaintiffs allege in the Amended Complaint that defendant Kabir Ahmad, individually and through his control of co-defendant IFG General Partner Ltd., breached his fiduciary duties to plaintiffs Cobham Capital, Western Financial Investments LP, and Lalani Holdings, which are limited partners in the Fund, stole the Fund’s assets and plaintiffs’ interests therein, concealed transactions, and interfered with plaintiffs’ ability to monitor their other investments in the Fund and run their businesses. Through his fraudulent conduct and breaches of duty, defendant Ahmad also allegedly caused co-defendants IFG General Partner and Kabir Capital LLC to breach their fiduciary duties to plaintiffs and to violate the Fund’s partnership agreement. (NYSCEF Doc. No. 12).Before the Court is a pre-answer motion to dismiss by defendants Ahmad, IFG General Partner, Kabir Capital, and the Fund. This Court recently granted pre-answer motions to dismiss by defendants Emerging Capital Partners and Temasek International (USA) LLC, and plaintiff has discontinued the action as against defendant Temasek International PTE Ltd (see NYSCE Doc. Nos. 81, 82 and 91). It is unclear whether the only other defendant, Mujtaba Mohamed Jaffer, has been served. Based on the papers submitted and argument on the record on January 22, 2019, the Court now grants the instant motion to dismiss in part and denies it in part. The alternative request for a stay of discovery is denied, as all parties will benefit from the expeditious resolution on the merits of the claims raised in this case.BackgroundIn or about April 2005, plaintiff Navaid Alam purportedly entered into an Amended and Restated Limited Partnership Agreement for IFG Fund, L.P. (“the Fund”), naming defendant IFG General Partner, Ltd as General Partner and plaintiff Alam as the Initial Limited Partner.1 The other limited partners of the Fund are plaintiffs Cobham Capital, LLC, which is owned by Alam, and plaintiffs Western Financial Investments L.P. and Lalani Holdings, LLC., which are owned by Alam’s father-in-law Dr. Sultan Lalani (collectively “the Cobham Group”). Defendant Ahmad allegedly controls defendant IFG General Partner and owns defendant Kabir Capital LLC, which is also a limited partner in the Fund (the “Kabir Defendants”). It appears that defendant IFG General Partner has a 0.1 percent interest in the Fund, and the rest is split equally between plaintiff Cobham Group and defendant Kabir Capital. (NYSCEF Doc. No. 12 at 31).The Fund has made several investments over time. The two at issue here are the 2005 purchase of a 5 percent ownership stake in Grain Bulk Holdings Ltd. (“GBHL”), 1 percent of which was sold in 2008. (Id.
34, 37). The second investment at issue is the 2009 purchase of a 30 percent interest in Grain Industries Ltd. (“GIL”). (Id. 38).Late in 2015, the partners decided to sell their remaining 4 percent interest in GHBL and 9 percent of their interest in GIL to defendants Emerging Capital Partners and Temasek International, leaving the Fund with a 21 percent interest in GIL (“the Partial Sale”). Plaintiff Alam claims that defendant Ahmad, through IFG General Partner, carried out that Partial Sale and reported to plaintiffs that the total sale proceeds were $2.2 million.Some time thereafter, Alam saw documentation on Ahmad’s desk suggesting that the sale proceeds were substantially larger than $2.2 million, and the Fund’s accountant purportedly told Alam that Ahmad had distributed a larger share of the proceeds from the Partial Sale to Ahmad’s company Kabir Capital than to the other limited partners. When confronted, Ahmad disputed Alam’s claims and refused to provide copies of the transaction documents. (Id.
