SOUTHERN ADVANCED MATERIALS, LLC, Plaintiff-Appellant-res, v. ROBERT S. ABRAMS, INDIVIDUALLY AND AS THE TRUSTEE OF ROBERT S. ABRAMS LIVING TRUST Defendants-resap, JOHN DOES 1-10, def

4172-4173. SOUTHERN ADVANCED MATERIALS, LLC, Plaintiff-Appellant-res, v. ROBERT S. ABRAMS, INDIVIDUALLY AND AS THE TRUSTEE OF ROBERT S. ABRAMS LIVING TRUST Defendants-resap, JOHN DOES 1-10, def — – - – — ROBERT S. ABRAMS LIVING TRUST, PLAINTIFF, ROBERT S. ABRAMS, plf-res, v. SOUTHERN ADVANCED MATERIALS, LLC, defap — Schulte Roth & Zabel LLP, New York (Robert J. Ward of counsel), for appellant-respondent/ap — DLA Piper LLP, New York (Joseph G. Finnerty III of counsel), for respondents-appellants/res — Order, Supreme Court, New York County (Saliann Scarpulla, J.), entered September 29, 2016, which, to the extent appealed from as limited by the briefs, upon defendants Robert S. Abrams and Robert S. Abrams Living Trust’s (collectively the Abrams parties) motion to dismiss (under index No. 650773/15), sustained plaintiff Southern Advanced Materials, LLC’s (SAM) first cause of action, ruled that §14.4 of the Operating Agreement is inapplicable, and dismissed the second and sixth causes of action; and, upon the Abrams plaintiffs’ motion to dismiss (under index No. 650795/15), dismissed SAM’s first counterclaim, unanimously modified, on the law, to vacate the ruling that §14.4 of the Operating Agreement is inapplicable, and otherwise affirmed, without costs.

The actions concern a dispute over the proper payout to SAM, an investor in a company called CV Holdings, LLC (CVH), as a result of a sale of CVH to a third party (the Wendel transaction).