The following e-filed documents, listed by NYSCEF document number (Motion 004) 65- 75, 91 were read on this motion to/for DISMISSAL. DECISION + ORDER ON MOTION Defendants Tapjets Holdings Inc., Tapjets Inc., Tapjets Technologies Inc., Eugene Kesselman, and Maria Tsenaeva-Kesselman (collectively “Defendants”) move to dismiss Plaintiffs Aerogen LLC and Starship 1 LLC’s (collectively “Plaintiffs”) claims for (i) access and delivery of Starship’s books and records against Eugene Kesselman (“Kesselman”) and Tapjets Holdings Inc., Tapjets Inc., and Tapjets Technologies Inc. (collectively “Tapjets”); (ii) breach of representation and warranties against Tapjets; (iii) breach of contract against Tapjets; (iv) fraudulent misrepresentation against Kesselman; (v) negligent misrepresentation against Tsenaeva-Kesselman (“Tsenaeva-Kesselman”); and (vi) declaratory judgment against Defendants pursuant to CPLR §§3211(a)(2), (4), (8), and (9). Relevant Factual and Procedural History1 Plaintiff Aerogen LLC (“Aerogen”) is a Delaware limited liability company, with its registered office in Delaware. NYSCEF Doc. No. 68 at 13 (Pl.’s Summons and Compl.). Plaintiff Starship 1 LLC (“Starship”) is a Delaware limited liability company, with its principal place of business — at the time of Plaintiff Aerogen’s acquisition — in Texas, and its current principal place of business in the United Kingdom. Id. at 14. Non-party Peter Constantine Markos Nomikos (“Nomikos”), a natural person and resident of the United Kingdom, is the sole managing member of both Plaintiffs Aerogen and Starship. Id. Defendant Tapjets Holdings Inc. is a corporation organized and existing under the laws of Delaware, with its principal place of business in Florida. Id. at 15. The Complaint alleges that Defendant Tapjets Holdings Inc. maintains additional offices and does business in California, Illinois, New York, and Texas. Id. The Tapjets Holdings Inc. website identifies its address as 575 Fifth Avenue, New York, New York 10017. Id. Defendant Tapjets Inc. is a corporation organized and existing under the laws of Delaware, with its principal place of business in Florida. Id. at 16. Defendant Tapjets Technologies Inc. is a corporation organized and existing under Delaware, with its principal place of business in Florida. Id. at 17. Defendant Kesselman, a natural person and resident of Texas and Florida, is the founder and CEO of Tapjets. Id. at 18. Defendant Tsenaeva-Kesselman, a natural person and resident of Texas and Florida, is an executive officer of Tapjets Holdings Inc. and the COO of Tapjets, Inc. Id. at 19. This matter arises from the parties’ relative relationships pertaining to a pair of aircraft located in Florida. Id. at 1. There are seven relevant agreements signed by the parties in relation to the aircraft from June 19, 2019, to October 4, 2023. See NYSCEF Doc Nos. 2-8; see also Addendum A (Summary of Agreements) annexed hereto. Management Agreements On June 19, 2019, Kesselman formed Starship with Tapjets as its sole member. NYSCEF Doc. No. 68 at 23. On the same date, Starship and Tapjets entered into an aircraft purchase and management agreement as to a Bombardier aircraft (“Bombardier Management Agreement”) whereby Starship purchased the aircraft and Tapjets agreed, inter alia, to maintain the aircraft in airworthy condition and maintain all records in accordance with Federal Aviation Regulations (FAR). Id. at
24, 25; NYSCEF Doc. No. 2 (Management Agreement dated June 19, 2019 (Bombardier Aircraft)). On or about October 18, 2021, Starship purchased a second Cirrus aircraft pursuant to a separate aircraft purchase and management agreement (“Cirrus Management Agreement”). NYSCEF Doc. No. 68 at 28; NYSCEF Doc. No. 3 (Management Agreement dated June 19, 2019 (Cirrus Aircraft)). As to both purchases, Starship procured loans from a third-party lender (the “Original Lender”). NYSCEF Doc. No. 68 at
