The following e-filed documents, listed by NYSCEF document numbers (Motion 002) 39, 40, 41, 42, 43, 44, 45, 46, 49, 50, 51, and 52 were read on this motion to DISMISS. DECISION + ORDER ON MOTION Upon the foregoing documents, the motion by defendants Richard Cohn, Abraham Merchant, and Merchants Hospitality, Inc. (“MHI”),1 to dismiss the complaint against them is denied, for the reasons set forth in the opposition memorandum of law (NYSCEF Doc. No. 50), in which the court concurs, as summarized herein. Background2 Plaintiffs allege, broadly speaking, that defendants Cohn and Merchant both individually and through their company, MHI, made a number of misrepresentations to induce plaintiff Robert W. Roche (“Roche”) to invest in a real estate development project located at 510 West 42nd Street, New York, New York (the “project”); to continue to contribute funds to the project; and to sign a personal guarantee related to the project. Beginning in 2016, Cohn, Merchant, and Hochfelder began attempting to convince Roche to invest in the project, which Roche ultimately agreed to do. Among the representations made were that MHI would be managing the project, and that the sole investors in the project would be investment vehicles owned by Roche, another entity co-owned by MMT, and other entities controlled by Merchant and Cohn (complaint, NYSCEF Doc. No. 42,
18-19). Defendants alleged that MMT held assets in excess of $70,000,000 which it would invest in the project (id., 18). The financing of the project is complex and involves multiple entities, which were set up as follows as of 2017, or so plaintiff alleges he believed: MHI 510 W42 Owners LLC (“Owners”), with each of MMT, Cohn, and Merchant’s holding 33.3%; MHI Cachet Capital LLC (“Cachet”), wholly owned by Owners; MHI 510 W42 Hotel, LLC (“Hotel”), with ownership divided at 73.14% owned by Cachet, and 26.86% controlled by plaintiff ACT 42nd Street Holdings, LLC (“ACT 42″), itself one of Roche’s investment vehicles; and 510 W42 Holdings LLC (“Holdings”), wholly owned by Hotel and the holder of the ground lease for the project. (Id.,
