On April 16, 2025, Justice Cohen of the New York County Commercial Division issued a decision in Fitterer v. Carone, 2025 NY Slip Op. 31347(U), holding that only the manager of a member-managed LLC owes fiduciary duties to the other members, explaining:
[O]nly managing members of a member-managed LLC owe fiduciary duties to other members. Here, of the four defendants named in this claim, only GTC is a managing member of the LLCs at issue. Plaintiffs’ allegations with respect to the other defendants’ purported control of GTC are conclusory and do not meet the heightened pleading standard of CPLR 3016(b) and do not assert facts that would warrant piercing the corporate veil to hold others liable for GTC’s purported breach of fiduciary duty.
(Internal citations omitted).