The following e-filed documents, listed by NYSCEF document number (Motion 001) 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 38, 43, 44 were read on this motion to DISMISS. In motion sequence number 001, defendants move to dismiss plaintiffs’ complaint pursuant to CPLR 3211(a)(1) and (a)(7) (see Notice of Motion, dated June 29, 2020 [NYSCEF Doc No 10] and affirmation of John Siegal, Esq., executed June 29, 2020, 1 [Siegal affirmation] [NYSCEF Doc No. 12]).1 Plaintiffs oppose defendants’ motion. Plaintiff Richard Fields (Fields) is a resident of the State of New York and a businessman with assets and interests in several states, including certain real property located in Teton County, Wyoming (Wyoming Property) (see complaint, dated April 28, 2020,
3, 13 and 19 [NYSCEF Doc No. 9]). Plaintiffs Jackson Land and Cattle, LLC, JLC Ranch Development, LLC, and JLC Ranch, LLC are Delaware limited liability companies that own the Wyoming Property, which are controlled and indirectly owned by Fields (id., 14). Defendant Baker & Hostetler LLP (Baker) is a law firm allegedly organized as a limited liability partnership under the laws of the State of Ohio (id. 15). Defendant Laurence Markowitz (Markowitz) is alleged to be an attorney admitted to practice in the State of New York and a partner in Baker’s New York City office (id. 16). Defendant Raymond Sutton (Sutton) is alleged to be an attorney admitted to practice in the State of Colorado and the managing partner of Baker’s Denver office (id. 17). Plaintiffs allege that, beginning in or about 2005, Baker served as attorneys for Fields and several of his corporate entities on various matters, including estate planning, tax, asset protection, general business advice, and litigation, including litigation involving the Wyoming Property (id. 19). During this representation, Fields purportedly shared confidential financial information with Baker, including detailed information about his assets and liabilities (id.). Plaintiffs contend that Baker acted as escrow agent on a series of transactions involving the execution of a series of mortgages (Mortgages),2 encumbering the Wyoming Property, and that the mortgagees are business entities controlled by another Baker client, nonparty Raul Rodriguez (Rodriguez) (id. 3). Plaintiffs assert, upon information and belief, that defendant Markowitz was an investor in at least one of Rodriguez’s mortgagees (id. 7). Plaintiffs further allege that Baker represented Fields and the other plaintiffs as mortgagors and represented Rodriguez and his mortgagees in these transactions (id. 3). Plaintiffs allege that, at the outset, Baker suggested to Fields that they could treat the Mortgages as “pocket mortgages” by holding them in escrow with Baker as the escrow agent, without publicly recording them, to avoid any default being accelerated and called by Bank of America, which already held mortgages on the Wyoming Property (id. 5). Plaintiffs contend that Fields executed the first of the Mortgages only after Baker, Rodriguez, and he had agreed that the Mortgages would not be recorded without first obtaining the express consent of both Fields and Rodriguez, and that Markowitz repeatedly acknowledged to Fields in writing that the Mortgages could not be recorded without his permission (id.). Plaintiffs further note that Baker held some of the Mortgages in escrow for over a year (id. 6).3 Plaintiffs maintain that, on February 26, 2014, before the last of the Mortgages were executed and placed in escrow, Markowitz presented Fields with a conflicts waiver letter agreement (Conflicts Waiver) on behalf of Baker, with respect to Baker’s representation of Rodriguez and affiliated entities, “from time to time during 2013 and 2014,” and “from time to time in the future…in connection with loan and investment transactions with one or more entities owned, controlled, or managed by…Fields or his affiliates” (id.
