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O'Connor v. Society Pass Inc.

Plaintiff's Contract Rights Known by Defendant, Motion to Renew Denied

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The following e-filed documents, listed by NYSCEF document number (Motion 010) 299, 300, 301, 302, 303, 304, 305, 306, 307, 308, 309, 310, 311, 312, 315, 316, 317, 318, 325 were read on this motion to AMEND and RENEW. DECISION + ORDER ON MOTION Defendant Society Pass, Inc.’s (“Society Pass” or “Defendant”) motion pursuant to CPLR §3025(b) for leave to amend its answer to include a fraudulent inducement defense, and pursuant to CPLR §2221(e) for leave to renew Plaintiff Thomas O’Connor’s (“Plaintiff” or “O’Connor”) motion for partial summary judgment (Mot. Seq. 005), is denied. BACKGROUND On May 17, 2023, the Court granted in part O’Connor’s motion for partial summary judgment on his first cause of action for breach of contract (NYSCEF 199 [Order]; NYSCEF 233 [Transcript]). Specifically, the Court determined that O’Connor validly exercised his right to purchase 1,148 shares of Society Pass under the terms of a Common Stock Purchase Warrant (“Warrant”). Mr. O’Connor was subsequently deposed on July 6, 2023 (NYSCEF 303 [Transcript]). Society Pass now argues that, because Mr. O’Connor testified at deposition that he believed a Call Agreement (NYSCEF 312) he entered into with Defendant’s Chief Executive Office, Dennis Nguyen (“Nguyen”), was not enforceable, that he fraudulently induced Defendant to enter several related contracts, including the Warrant. The Call Agreement provides a right for Mr. Nguyen to purchase O’Connor’s shares in Plaintiff CVO Advisers PTE Ltd. (“CVO”). According to Mr. Nguyen, CVO was the entity designated to receive Series A Shares of Society Pass, as opposed to O’Connor individually, in order to provide protection to both Society Pass and Mr. Nguyen (NYSCEF 307 [Nguyen Aff.

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