Dolphin’s Claims Sample Clauses

Dolphin’s Claims. The Moving Defendants argue Dolphin has no viable fraud or negligent misrepresentation cause of action because Dolphin “did not exist at the time of the alleged misrepresentations or omissions” – meaning Dolphin could not “perceive or be defrauded by” any alleged misrepresentations nor could the Predecessor Defendants “have intended that Dolphin [] would rely on” those representations. Def. Mem. at 25–27; Def. Reply at 5–6 [DE 36]. Neither can Xxxxx recover for Dolphin’s losses, the Moving Defendants say, due to Dolphin’s separate legal existence by virtue of its corporate form. Def. Mem. at 25–27; Def. Reply at 5–6. The Complaint alleges “Xxxxx formed Dolphin Kickboxing Company” to conduct the “business of his ‘iLoveKickboxing’ franchise.” Compl. ¶¶ 4–5. As reflected in the contract itself, Xxxxx signed the Franchise Agreement on behalf of Dolphin and not personally. See Fr. Agmt. Consistent with that fact, the Moving Defendants emphasize that “Dolphin Kickboxing is the franchisee.” Def. Reply. at 6 (emphasis removed). The Complaint alleges that the Predecessor Defendants disseminated a Financial Disclosure Document—from where Representations [3] through [7] originate—“to prospective franchisees prior to the purchase” in order to “assist [prospective franchisees] in making an informed decision whether to purchase the franchise.” Compl. ¶¶ 17, 18. It is true that the Complaint fails to explicitly allege that the Predecessor Defendants directly gave Dolphin (the entity) the Financial Disclosure Document. It is reasonable to infer that Dolphin did have a copy, however, because its “sole owner,” Xxxxx, did. Even so, under well-settled New York law, a misrepresentation need not be “made directly to the plaintiff.” Xxxxxxxx