On October 7, 2025, Justice Jamieson of the Westchester County Commercial Division issued a decision in Guang Huang v. Jingjing Zhou, 2025 NY Slip Op. 51696(U), holding that under the internal affairs doctrine, an accounting under New York law was unavailable in an action relating to a Caymans entity, explaining:
The Court next examines the internal affairs doctrine, which is relevant to the motion to dismiss the eighth cause of action, arising under New York law. This claim seeks an accounting. As the Court of Appeals explained only last year, [i]n cases sounding in tort, the relevant inquiry is which forum has the greatest policy interest in the outcome of the dispute in light of the parties’ contacts with each forum. If the rule of tort law at issue regulates primary conduct, the law of the place of the tort’s commission will typically govern. However, [w]ith respect to matters arising from the internal affairs of a corporation, as in this case, including the relationships between directors and shareholders, this Court has noted that the general approach is to apply the law of the state of incorporation. We clarify that the substantive law of a company’s place of incorporation presumptively applies to causes of action arising from its internal affairs. Moreover, because of the important interests that the internal affairs doctrine represents, we decline to create any broad exceptions to that presumption. Rather, in order to overcome this presumption and establish the applicability of New York law, a party must demonstrate both that (1) the interest of the place of incorporation is minimal—i.e., that the company has virtually no contact with the place of incorporation other than the fact of its incorporation, and (2) New York has a dominant interest in applying its own substantive law..
In this action, it means that the tort claims are governed by New York law, and the claims that arise from the internal affairs of BBShares are governed by Cayman law. The claim for an accounting, expressly arising out of BBShares’ internal affairs, must be governed by Cayman law. Indeed, in apparent recognition that the eighth cause of action, for an accounting under New York law, cannot lie in this case involving a Cayman company, plaintiff fails to address this cause of action in his opposition papers, let alone to try to overcome the presumption that Cayman law applies, as set forth above. The eighth cause of action is thus dismissed.
(Internal quotations and citations omitted).