Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 F. App'x 679 (2d Cir. 2012). · Go Syfert
Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 F. App'x 679 (2d Cir. 2012). Cases Citing This Book View Copy Cite
“general 17 profit motive common to all corporations . . . does not suffice.”
36 citation events (36 in the last 25 years) across 6 distinct courts.
Strongest positive: AZG Enterprise Incorporated v. Honeywell International Incorporated (azd, 2025-08-28)
Treatment trajectory · 2012 → 2026 · click a year to view as-of
2012 2019 2026
Top citers, strongest first. 17 distinct citers.
discussed Cited as authority (verbatim quote) AZG Enterprise Incorporated v. Honeywell International Incorporated
D. Ariz. · 2025 · quote attribution · 1 verbatim quote · confidence high
general 17 profit motive common to all corporations . . . does not suffice.
discussed Cited as authority (rule) Sandoval v. Uphold HQ Inc.
S.D.N.Y. · 2024 · confidence medium
Fraud/Fraudulent Concealment Under New York law, “the elements of a cause of action for fraud require a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” Landesbank Baden–Wurttemberg v. Goldman, Sachs & Co., 478 F. App’x 679, 681 (2d Cir. 2012) (summary order) (quoting Eurycleia Partners, LP v. Seward & Kissel, LLP, 12 N.Y.3d 553, 559 (2009)).
discussed Cited as authority (rule) Schwartz v. Sensi, LLC
S.D.N.Y. · 2022 · confidence medium
He and Sensei were both “sophisticated entities engaging in an arms-length transaction,” LBBW Luxemburg S.A., 10 F. Supp. 3d at 525 , and there is no evidence of “a closer degree of trust between the parties than that of the ordinary buyer and seller,” Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 F. App’x 679, 682 (2d Cir. 2012).
discussed Cited as authority (rule) Pilkington North America, Inc. v. Mitsui Sumitomo Insurance Company of America
S.D.N.Y. · 2019 · confidence medium
“A strong inference of fraudulent intent may be established either (a) by alleging facts to show that defendants had both motive and opportunity to commit fraud, or (b) by alleging facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness.” Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 F. App’x 679, 681-82 (2d Cir. 2012) (internal quotation marks omitted).
discussed Cited as authority (rule) Deutsch v. JPMorgan Chase & Co
S.D.N.Y. · 2019 · confidence medium
Applicable Law In New York, “the elements of a cause of action for fraud require a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” Landesbank Baden–Wurttemberg v. Goldman, Sachs & Co., 478 F. App’x 679, 681 (2d Cir. 2012) (summary order) (quoting Eurycleia Partners, LP v. 13 Defendant argues that Plaintiff has “failed to allege a privity-like relationship between the parties required to sustain [a negligent misrepresentation] claim.” (Def.’s Mem. 12 n.10.) Plaintiff’s opposition pa…
discussed Cited as authority (rule) Icahn School of Medicine at Mount Sinai v. Health Care Service Corp.
S.D.N.Y. · 2017 · confidence medium
The Second Circuit has held, however, that the information at issue need only be “peculiarly within [defendant’s] knowledge,” Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 Fed.Appx. 679, 683 (2d Cir. 2012), such as “where a party would face high costs in determining the truth or falsity of an oral representation, and those costs are sufficiently great to render reliance upon the representation reasonable.” Warner Theatre Assocs.
discussed Cited as authority (rule) Lbbw Luxemburg S.A. v. Wells Fargo Securities LLC (2×)
S.D.N.Y. · 2014 · confidence medium
Fraud Claim Against Wachovia (Wells Fargo) A claim for fraud under New York law requires “[1] a material misrepresentation of a fact, [2] knowledge of its falsity, [3] an intent to induce reliance, [4] justifiable reliance by the plaintiff and [5] damages.” Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 Fed.Appx. 679, 681 (2d Cir.2012) [hereinafter LBW]; see also McMorrow v. Angelopoulos, 113 A.D.3d 736 , 979 N.Y.S.2d 353 (2d Dep’t 2014) (same).
discussed Cited as authority (rule) Prickett v. New York Life Insurance (2×) also: Cited "see"
S.D.N.Y. · 2012 · confidence medium
Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 Fed.Appx. 679, 681-82 (2d Cir.2012).
discussed Cited "see" Denny v. Canaan Inc.
S.D.N.Y. · 2023 · signal: accord · confidence high
But Lead Plaintiffs never allege how Defendants would have this information, regardless of how important it may have been, and “[w]here plaintiffs contend defendants had access to contrary facts, they must specifically identify the reports or statements containing this information.” Novak, 216 F.3d at 309 ; accord Landesbank Baden-Wurttemberg v. Goldman Sachs & Co., 478 F. App’x 679, 682 (2d Cir. 2012) (“[A]n allegation that defendants had access to information that was inconsistent with their alleged misstatements ‘must specifically identify the reports or statements containing this…
discussed Cited "see" Spinnato v. Unity of Omaha Life Ins. Co.
unknown court · 2018 · signal: see · confidence high
See Landesbank Baden-Wurttemberg , 478 F. App'x at 681-82 ; Prickett , 896 F.Supp.2d at 247 ("[T]he profit motive common to all businesses is insufficient to establish scienter."); In re Morgan Stanley & Van Kampen Mut.
cited Cited "see" Dodona I, LLC v. Goldman Sachs & Co.
S.D.N.Y. · 2015 · signal: see · confidence high
See Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 821 F.Supp.2d 616, 623 (S.D.N.Y.2011), aff'd 478 Fed.
cited Cited "see" JBCholdings NY, LLC v. Pakter
S.D.N.Y. · 2013 · signal: see · confidence high
See Landesbank BadenWurttemberg v. Goldman, Sachs & Co., 478 Fed.Appx. 679, 681 (2d Cir.2012) (summary order) (citing Eternity Global Master Fund Ltd. v. Morgan Guar.
discussed Cited "see" Space Coast Credit Union v. Merrill Lynch, Pierce, Fenner & Smith Inc.
S.D. Fla. · 2013 · signal: see · confidence high
See Landesbank Baden —Württemberg v. Goldman, Sachs & Co., 821 F.Supp.2d 616, 622 (S.D.N.Y.2011) (holding that fraud claim against issuer of mortgage-based CDO did not satisfy Rule 9(b), in part because complaint “fail[ed] to allege any connection between the mortgages reviewed in the Clayton Report and those collateralizing [the CDO]”), aff'd, 478 Fed.Appx. 679 (2d Cir.2012); see also Republic Bank & Trust Co. v. Bear Stearns & Co., 683 F.3d 239, 257 (6th Cir.2012) (affirming dismissal of fraudulent-omission claim against seller of mortgage-backed securities because plaintiff did “no…
examined Cited "see" Woori Bank v. RBS Securities, Inc. (3×)
S.D.N.Y. · 2012 · signal: accord · confidence high
Fraud Under New York law, the elements of a fraud claim are “(1) a material misrepresentation or omission of fact (2) made by defendant with knowledge of its falsity (3) and intent to defraud; (4) reasonable reliance on the part of the plaintiff; and (5) resulting damage to the plaintiff.” Crigger v. Fahnestock & Co., 443 F.3d 230 , 234 (2d Cir.2006); accord Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 Fed.Appx. 679 (2d Cir. 2012) (citing Eurycleia Partners, LP v. Seward & Kissel, LLP, 12 N.Y.3d 553, 559 , 883 N.Y.S.2d 147 , 910 N.E.2d 976 (2009)).
cited Cited "see" Bayerische Landesbank v. Barclays Capital, Inc.
S.D.N.Y. · 2012 · signal: see · confidence high
See Landesbank, 478 Fed.Appx. at 681-82 .
discussed Cited "see, e.g." LBBW v. Wells Fargo
2d Cir. · 2018 · signal: see, e.g. · confidence low
See, e.g., Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 821 F. Supp. 2d 616, 624 (S.D.N.Y. 2011) (dismissing a special relationship theory on similar grounds), aff’d, 478 F. App’x 679 (2d Cir. 2012). 9 b.
discussed Cited "see, e.g." BNP Paribas Mortgage Corp. v. Bank of America, N.A.
S.D.N.Y. · 2013 · signal: see also · confidence medium
See id. at 76 (“The parties expressly agreed that they were dealing with each other at arm’s length, that UBS was not acting as HSH’s financial or investment advisor[,] and that HSH was ‘not relying upon any advice, counsel or repre sentations ... of [UBS.]’ As a matter of law, therefore, HSH cannot allege that it had a ‘special relationship’ with UBS upon which a negligent misrepresentation claim may be predicated.”); see also Landesbank Baden-Wurttemberg v. Goldman, Sachs & Co., 478 Fed.Appx. 679, 682 (2d Cir.2012) (affirming dismissal of negligent misrepresentation claim due…
LANDESBANK BADEN-WURTTEMBERG, Plaintiff-Appellant,
v.
GOLDMAN, SACHS & CO., TCW Asset Management Company, Defendants-Appellees
11-4443.
Court of Appeals for the Second Circuit.
Apr 19, 2012.
478 F. App'x 679
Arthur R. Miller, Of Counsel (William H. Narwold, Motley Rice LLC, Hartford, CT; Vincent I. Parrett, William S. Norton, John Brandon Walker, Motley Rice LLC, Mount Pleasant, SC, on the brief) New York, NY, for Appellant., Theodore Edelman (Richard H. Klap-per, William B. Monahan, Christopher J. Dunne, W. Rudolph Kleysteuber, Jacob E. Cohen, the brief) Sullivan & Cromwell LLP New York, NY, for Appellee Goldman, Sachs & Co., Mark A. Kirsch (Christopher M. Jora-lemon, on the brief) Gibson, Dunn & Crutcher LLP New York, NY, for Appel-lee TCW Asset Management Company.
Jacobs, Pooler, Carney.
Cited by 22 opinions  |  Unpublished
Pinpoint authority: bottom 53%

SUMMARY ORDER

Landesbank Baden-Württemberg (“Landesbank”) appeals from the dismissal of its common law claims for fraud, negligent misrepresentation, and unjust enrichment. We assume the parties’ familiarity with the underlying facts, the procedural[*681] history, and the issues presented for review.

We review de novo the grant of a motion to dismiss pursuant to Federal Rule of Civil Procedure 12(b)(6). Harris v. Mills, 572 F.3d 66, 71 (2d Cir.2009). “[Although a court must accept as true all of the allegations contained in a complaint, that tenet is inapplicable to legal conclusions, and threadbare recitals of the elements of a cause of action, supported by mere con-clusory statements, do not suffice.” Id. at 72 (internal quotation marks and brackets omitted). “To survive a motion to dismiss, a complaint must plead enough facts to state a claim to relief that is plausible on its face.” ECA & Local 134 IBEW Joint Pension Trust of Chi. v. JP Morgan Chase Co., 553 F.3d 187, 196 (2d Cir.2009) (internal quotation marks omitted).

Landesbank asserts claims for common law fraud against the defendants, Goldman, Sachs & Co. (“Goldman”) and TCW Asset Management Company (“TCW’), in connection with the marketing and sale to a subsidiary of Landesbank of notes in a collateralized debt obligation known as Davis Square Funding VI (“Davis Square”). [1]

Under New York law, “[t]he elements of a cause of action for fraud require a material misrepresentation of a fact, knowledge of its falsity, an intent to induce reliance, justifiable reliance by the plaintiff and damages.” Eurycleia Partners, LP v. Seward & Kissel LLP, 12 N.Y.3d 553, 559, 883 N.Y.S.2d 147, 910 N.E.2d 976 (2009). A claim for common law fraud is subject to the particularity pleading requirements of Federal Rule of Civil Procedure 9(b), “which requires that the plaintiff (1) detail the statements (or omissions) that the plaintiff contends are fraudulent, (2) identify the speaker, (3) state where and when the statements (or omissions) were made, and (4) explain why the statements (or omissions) are fraudulent.” Eternity Global Master Fund Ltd. v. Morgan Guar. Trust Co. of N.Y., 375 F.3d 168, 187 (2d Cir.2004) (internal quotation marks omitted).

“[W]e have repeatedly required plaintiffs to plead the factual basis which gives rise to a strong inference of fraudulent intent.” O’Brien v. Nat’l Prop. Analysts Partners, 936 F.2d 674, 676 (2d Cir.1991) (internal quotation marks omitted). A strong inference of fraudulent intent “may be established either (a) by alleging facts to show that defendants had both motive and opportunity to commit fraud, or (b) by alleging facts that constitute strong circumstantial evidence of conscious misbehavior or recklessness.” Lerner v. Fleet Bank, N.A., 459 F.3d 273, 290-91 (2d Cir.2006) (quoting Shields v. Citytrust Bancorp, Inc., 25 F.3d 1124, 1128 (2d Cir.1994)).

The complaint in this case does not ascribe to Goldman or TCW any particular motive for committing fraud beyond a general profit motive common to all corporations, which does not suffice. See Novak v. Kasaks, 216 F.3d 300, 307 (2d Cir.2000). Landesbank argues that a strong inference of fraudulent intent arises because the defendants “knew facts or had access to information suggesting that their public statements were not accurate.” ECA, 553 F.3d at 199 (internal quotation marks omitted). The complaint alleges that Goldman had access to confidential due diligence reports which showed that the quality of the mortgages underlying the collateral for the Davis Square notes did[*682] not justify the notes’ triple — A ratings. However, an allegation that defendants had access to information that was inconsistent with their alleged misstatements “must specifically identify the reports or statements containing this information.” Novak, 216 F.3d at 309; see also San Leandro Emergency Med. Grp. Profit Sharing Plan v. Philip Morris Cos., 75 F.3d 801, 812-13 (2d Cir.1996). The only due diligence report specifically identified in the complaint is dated from 2007, after the issuance of the Davis Square notes, and the due diligence conveyed in that report therefore does not bear on the defendants’ knowledge at the time of'issuance. The generalized references in the complaint to other due diligence reports commissioned by Goldman are insufficient to sustain Landesbank’s pleading burden as to intent.

Landesbank argues that the complaint sufficiently states a claim for negligent misrepresentation under New York law. “[T]he elements of negligent misrepresentation are: (1) carelessness in imparting words; (2) upon which others were expected to rely; (3) and upon which they did act or failed to act; (4) to their damage. Most relevant, the action requires that (5) the declarant must express the words directly, with knowledge or notice that they will be acted upon, to one to whom the declarant is bound by some relation or duty of care.” Dall. Aerospace, Inc. v. CIS Air Corp., 352 F.3d 775, 788 (2d Cir.2003) (citation omitted). “[T]he law of negligent misrepresentation requires a closer degree of trust between the parties than that of the ordinary buyer and seller in order to find reliance on such statements justified.” Id. In determining whether a complaint adequately pleads justifiable reliance, we “consider whether the person making the representation held or appeared to hold unique or special expertise; whether a special relationship of trust or confidence existed between the parties; and whether the speaker was aware of the use to which the information would be put and supplied it for that purpose.” Kimmell v. Schaefer, 89 N.Y.2d 257, 264, 652 N.Y.S.2d 715, 675 N.E.2d 450 (1996). “[A] sparsely pled special relationship of trust or confidence is not fatal to a claim for negligent misrepresentation where the complaint emphatically alleges the other two factors enunciated in Kim-mell.” Eternity Global Master Fund, 375 F.3d at 188 (internal quotation marks omitted).

The Offering Circular by which the Davis Square notes were marketed disclaimed both the existence of a special relationship of trust or confidence between the defendants and Landesbank and any particular expertise on the part of the defendants with respect to the credit quality of the Davis Square notes. It cautioned investors to consider and assess for themselves the likely level of defaults on the underlying collateral, and disclaimed a fiduciary or advisory role. The Offering Circular also required Landesbank to represent that it was a “sophisticated investor” and had sufficient access to financial and other information to make an informed investment decision, including an opportunity to ask questions and request additional information concerning Davis Square. The relationship between Landesbank and the defendants was that of buyer and seller in a standard arm’s length transaction; and by its own representations Landes-bank possessed sufficient expertise to evaluate the risks of its investment. The complaint therefore fails to plead justifiable reliance. See Dall. Aerospace, 352 F.3d at 789 (“[Plaintiff] cannot claim it relied on [defendant’s] special expertise because it is clear that [plaintiff] itself had the relevant expertise at issue.”).

[*683] Landesbank argues that its representations affirming its status as a “sophisticated investor” with means to make an informed investment decision do not “undermine [its] allegation of reasonable reliance,” because “the allegedly misrepresented facts [were] peculiarly within [defendants’] knowledge.” Warner Theatre Assocs. Ltd. P’ship v. Metro. Life Ins. Co., 149 F.3d 134, 136 (2d Cir.1998). However, as previously discussed, Landesbank’s complaint fails to allege facts plausibly establishing existence of such knowledge. This argument is therefore meritless.

Landesbank also seeks to recover under a theory of unjust enrichment. “To prevail on a claim for unjust enrichment in New York, a plaintiff must establish 1) that the defendant benefitted; 2) at the plaintiffs expense; and 3) that equity and good conscience require restitution.” Kaye v. Grossman, 202 F.3d 611, 616 (2d Cir.2000) (internal quotation marks omitted). Landesbank has failed to state a claim for either fraud or negligent misrepresentation, and has not otherwise shown that it is entitled to restitution as a matter of equity.

We have considered Landesbank’s remaining arguments and find them to be without merit. For the foregoing reasons, the judgment of the district court is hereby AFFIRMED.

1

. For simplicity, both Landesbank and its subsidiary are referred to herein as Landes-bank.