On October 22, 2025, Justice Patel of the New York County Commercial Division issued a decision in Steffanci v. DFG Trademark Holdings LLC, 2025 NY Slip Op. 34072(U), declining to dismiss an action in favor of an earlier-filed action in another state, explaining:
CPLR § 3211(a)(4) establishes that a case may be dismissed where there is another action pending between the same parties for the same cause of action in a court of any state or the United States. The critical element is that both suits arise out of the same subject matter or series of alleged wrongs. Provided this requirement is met, then generally the court which has first taken jurisdiction is the one in which the matter should be determined and it is a violation of the rules of comity to interfere. However, technical priority in the commencement of actions is not necessarily dispositive. In examining the appropriateness of dismissal pursuant to CPLR § 3211(a)(4), the Court must also consider: (1) whether priority in filing was achieved by duplicity or the desire to seek a tactical advantage by forum shopping, particularly during settlement negotiations; (2) how far each litigation has progressed; and (3) which forum has a more significant and substantive nexus to the controversy, and thus is the most appropriate forum for its resolution.
Petitioner does not dispute that the Connecticut Action involves the same parties and the same subject matter. Rather, Petitioner argues that Respondents are not entitled to the benefit of the first-in-time doctrine because Respondents achieved the priority in filing by duplicity. Specifically, Petitioner contends that Respondents filed the Connecticut Action in apparent anticipation of the instant proceeding, exhibiting procedural gamesmanship” in the form of preemptive forum shopping. Petitioner points to the fact that Respondents filed the Connecticut Action three days after receiving his e-mail seeking to initiate the valuation process, as proof that Respondents waited for him to invoke his buyout rights, knowing he would seek to enforce those rights judicially once they revealed their intention to withhold the buyout.
Petitioner relies primarily on RDF Agent, LLC v. Elec. Red Ventures, LLC, 227 A.D.3d 424 (1st Dept. 2024), asserting that the facts at issue there are materially indistinguishable from this case. The court in RDF Agent held that a party who has reason to know a lawsuit will be brought against him should not be granted the benefit of the first-in-time doctrine, especially where the earlier action seeks declaratory relief filed in apparent anticipation of the other proceeding. Thus, although the plaintiff in RDF Agent had not actually threatened litigation before defendants sued it in Texas, defendants could readily infer from a demand letter sent by the plaintiff prior to the filing of the defendants’ lawsuit that the plaintiff would sue if they did not pay liquidated damages pursuant to the terms of a contract between the parties.
Petitioner claims that his April 3, 2025 e-mail seeking to discuss the selection of an independent valuation firm put Respondents on notice of his intent to file a lawsuit to enforce his rights under the Agreements, in the same manner as the demand letter addressed in RDF Agent. Petitioner’s argument is unavailing. The letter addressed in RDF Agent asserted that the defendants in that case had breached their obligations under the relevant agreement even while the plaintiff had been pursuing in good faith the transaction contemplated by that agreement, and so demanded immediate payment of liquidated damages and costs and set a specified deadline for completing such payment. The demand letter went on to advise the defendants that if a dispute arises in connection with this payment, the prevailing party will be entitled to collect and receive all costs of collection, including attorneys’ fees and court costs. In contrast, Petitioner’s April 3, 2025 e-mail reads, in full, as follows: I hope you’re doing well. In accordance with the provisions of the LLC agreement, I suggest that we set up a call to discuss selecting a firm to conduct the Independent Valuation and determine the Fair Market Value of the trademarks. Please let me know if you’re available tomorrow or Monday to discuss. If neither of those days works, let me know what other times you’re available early next week. Additionally, if you’d prefer that I correspond with someone else regarding this process, please let me know who that would be. Thank you. The respective communications are distinguishable in all relevant respects: Petitioner’s e-mail asserts no claims of breach, makes no immediate demands, sets no hard deadlines, and makes no reference to any consequences for failure to comply with the casual requests that it does set forth. In sum, this e-mail provides no basis on which Respondents could readily infer that Petitioner intended to file a lawsuit if Respondents did not select a firm to conduct a valuation pursuant to the Buyout Terms.
The other cases that Petitioner cites in support are similarly distinguishable. For example, in White Light, the plaintiffs in the second-filed action alleged that the defendants were given notice that the plaintiffs considered their attempt to install a new partner and continue the operation of the partnership to be null and void, advised that their activities should be limited to winding up the partnership’s affairs, and informed that their conduct to date was in violation of the Lanham Act. In L-3 Commc’ns Corp. v. SafeNet, Inc., the plaintiff in the second-filed action had threatened litigation over the alleged breaches of the underlying contract and had presented a draft complaint to the defendant during the course of settlement discussions. In Certain Underwriters, the plaintiffs in the first-filed action concededly knew, at the time they filed suit, that the defendants would soon be filing claims for the same payments addressed by plaintiffs’ declaratory judgment claim. In Federal Ins. Co., the plaintiff in the first-filed action raced to file the suit in response to defendant’s proposal that plaintiff, who had issued an excess insurance policy to defendant, contribute to a settlement of a separate lawsuit brought against defendant. Petitioner’s letter bears no resemblance to any of these communications.
The holdings in these cases also typically rest on additional factors not present here: first, a short gap in time between the filing of the two lawsuits (as a further indication that the second-filing party had intended to file suit); and second, additional conduct indicating duplicity on the part of the first-filing party. The gaps in time between filing addressed in the cases cited by Petitioner range from a few days to a few weeks. In contrast, Petitioner filed this suit over three months after Respondents initiated the Connecticut Action—further indicating that, at the time of his April 3, 2025 e-mail, he had no intention of commencing the instant action.
Similarly, the cases that Petitioner cites address circumstances where the first-filing party’s conduct generally evinced duplicity or an intent to obtain an unfair tactical advantage—in particular, secretly filing suit and refraining from serving process while engaging in negotiations regarding either settlement or already-pending litigation. Petitioner presents only a single theory as to such duplicitous behavior on the part of Respondent, which the Court finds to be without merit.
Citing to the complaint in the Connecticut Action, Petitioner states that Respondents discovered the alleged disclosures of confidential information underlying that suit in the fall of 2024, while the parties were engaged in renegotiating the terms of Petitioner’s employment. He therefore claims that the fact that Respondents remained silent during this time regarding their intent to refuse to effect the buyout, and waited for Petitioner to invoke his buyout rights before disclosing this intent, constitutes further duplicity. Even taking these allegations as true, Petitioner fails to explain how this conduct serves as evidence of self-serving, preemptive forum shopping. There is no indication, on the record before the Court, that Respondents were not conducting these contract negotiations in good faith. Should Petitioner’s employment have been renewed, then—presumably—no termination of employment would have occurred, and Respondents’ alleged intent to refuse to effect the buyout would have become moot. Petitioner cites no authority for the notion that Respondents were obligated to keep him abreast of their internal deliberations about how to best protect their legal rights and interests. Indeed, these allegations appear only to serve as proof that Respondents did not file the Connecticut Action solely in response to Petitioner’s letter, in an attempt to win the race to the courthouse.
To be sure, Respondents continued to wait to file the Connecticut Action for several months after these negotiations stalled. But, contrary to Petitioner’s allegations, there is no indication that this delay is attributable to a duplicitous intent to wait for Petitioner to invoke his rights. Rather, Respondents filed the Connecticut Action almost immediately after the event that, under the Agreements, acted to trigger the Buyout Terms: the termination of Petitioner’s contract term. Until that date, the issue of a buyout would have merely involved hypothetical, contingent or remote, prejudice to Respondents, barring the filing a declaratory judgment action under CPLR § 3001. Thus, there is no indication that priority in filing was achieved by duplicity or the desire to seek a tactical advantage such that Respondents should be denied the benefit of the first-in-time doctrine.
The Court’s examination of the remaining factors identified by Federal Ins. Co. does not alter this conclusion. The Connecticut Action does not appear to have progressed to a meaningfully greater (or lesser) degree than the instant action, such that this factor has no bearing on this analysis. The record is similarly inconclusive regarding which forum has a more significant and substantive nexus to the controversy.
Petitioner argues that New York exhibits the more significant nexus to the instant dispute given the nature of the underlying Agreements, which were created and executed in New York, at a time when the parties all resided here, to govern business activities that were conducted in New York for years, and contain a New York choice of law provision. These factors do weigh in favor of maintaining the instant action. However, other circumstances favor the adjudication of this controversy in Connecticut. For example, the complaint in the Connecticut Action asserts that both Respondents are now based in Connecticut. It further alleges that from 2016 until the termination of his employment—i.e., during the period encompassing the conduct at issue in both lawsuits—Petitioner worked in Connecticut at DFWS’s headquarters. Additionally, the Connecticut Action addresses a more comprehensive set of issues and claims than the instant proceeding. An Article 76 proceeding only provides for the resolution of the question of valuation; thus, even were Petitioner to prevail in the present action, he would have to engage in further litigation to fully enforce his buyout rights under the Agreements. In contrast, the claims that Respondents raise in the Connecticut Action address the full scope of the controversy between the parties. The Connecticut Action is therefore likely to be resolved with greater ease and economy than the action presently before the Court. Altogether, neither New York nor Connecticut indisputably has a more significant and substantive nexus to the controversy. Consequently, this factor also fails to alter the conclusion that the default rule of applying the first-in-time doctrine should govern here.
In sum, Petitioner fails to present any compelling reason why the Court should decline to follow the first-in-time doctrine. Accordingly, the Court grants Respondents’ motion and dismisses the Petition in its entirety. Because this determination provides the whole of the relief that Respondents seek, and entails the dismissal of all of Petitioner’s claims, it is unnecessary to reach the parties’ remaining arguments.
(Internal quotations and citations omitted).