Opinion
2014-417 K C
10-06-2015
PLATINUM EQUITY ADVISORS, LLC, Plaintiff–Appellant, v. SDI, INC., Defendant–Respondent, TD Bank, N.A., Defendant.
Brown Rudnick LLP, Hartford, CT (Dylan P. Kletter of the bar of the State of Connecticut, admitted pro hac vice, of counsel), for appellant. Miller & Wrubel P.C., New York (Joel M. Miller of counsel), for respondent.
Brown Rudnick LLP, Hartford, CT (Dylan P. Kletter of the bar of the State of Connecticut, admitted pro hac vice, of counsel), for appellant.
Miller & Wrubel P.C., New York (Joel M. Miller of counsel), for respondent.
Opinion Order, Supreme Court, New York County (Eileen Bransten, J.), entered July 28, 2014, which denied plaintiff's motion for a preliminary injunction to enjoin defendant SDI, Inc. from pursuing pending litigation in Pennsylvania, unanimously affirmed, with costs.
The court properly found that plaintiff had not shown, by clear and convincing evidence, a likelihood of success on the merits (see Gilliland v. Acquafredda Enters., LLC, 92 A.D.3d 19, 24, 936 N.Y.S.2d 125 [1st Dept.2011] ). As the court noted, plaintiff could not enforce the forum selection clause in the stock purchase agreement (SPA) at issue, because it was a nonsignatory to the SPA and was not “closely related” to the signatory (Freeford Ltd. v. Pendleton, 53 A.D.3d 32, 39, 857 N.Y.S.2d 62 [1st Dept.2008] [internal quotation marks omitted], lv. denied 12 N.Y.3d 702, 876 N.Y.S.2d 350, 904 N.E.2d 505 [2009] ).
Plaintiff's irreparable harm arguments fail (see Gilliland, 92 A.D.3d at 24, 936 N.Y.S.2d 125 ), because they are premised on the erroneous belief that it is entitled to enforce the SPA.
Under the rule of comity, the balance of the equities weighs against plaintiff (see Gilliland, 92 A.D.3d at 24, 936 N.Y.S.2d 125 ), which essentially seeks a collateral appeal from the orders of a Pennsylvania court (cf. Indosuez Intl. Fin. v. National Reserve Bank, 304 A.D.2d 429, 430, 758 N.Y.S.2d 308 [1st Dept.2003] [“comity was not implicated because there was no possibility of treading on the legitimate prerogatives of the foreign jurisdictions to which [the] defendant had repeatedly turned”] ).
GONZALEZ, P.J., MAZZARELLI, SWEENY, RICHTER, MANZANET–DANIELS, JJ., concur.