Defendants move to dismiss the amended complaint.
Plaintiffs allege fraud, breach of fiduciary duty and conversion.
Berkowitz stated his belief that Molod's decision to seek judicial dissolution was based on an ulterior motive that Berkowitz could not determine at that time. The court noted that Berkowitz's objections could be dealt with in the dissolution proceeding. Plaintiffs sought damages for each cause of action, including punitive damages, in an amount to be determined by the trier of fact. Defendants moved for the dismissal of this complaint on the grounds of collateral estoppel, prior pending action, immunity pursuant to the Noerr-Pennington doctrine and failure to state a cause of action. However, the dismissal of the first and second causes of action was without prejudice, and plaintiffs were permitted to replead them, provided plaintiffs alleged the source of their information and belief.