Madison Sullivan Partners LLC v. PMG Sullivan St., LLC
Plaintiff Madison Sullivan Partners LLC appealed an order that dismissed its complaint against PMG Sullivan Street, LLC and awarded attorneys' fees to the defendants. The plaintiff alleged damages from a joint property development due to delays, cost overruns, bad faith, intentional wrongdoing, and gross negligence by PMG Sullivan. The court found that the plaintiff's allegations were insufficient to demonstrate demand futility under Delaware law, lacking particularized facts to show a 'substantial likelihood' of personal liability for the defendants. Consequently, claims for breach of fiduciary duty and aiding and abetting were dismissed. Furthermore, the claim for an accounting was deemed abandoned, and the breach of construction management agreement claim was barred by a waiver of consequential damages. The Appellate Division affirmed the lower court's decision, including the award of attorneys' fees to the defendants, finding the contractual provision plainly supported such an award to the prevailing party.