The lesson of Shaofeng Yang v Lao Ma Spicy Inc. 2021 NY Slip Op 31150(U) April 6, 2021 Supreme Court, New York County Docket Number: 156063/2019 Judge: Verna Saunders is that a broad release, even in a commercial franchise setting, may eclipse a later legal malpractice suit.
“Plaintiffs assert, in their amended complaint, that this action is for declaratory relief in connection with a restaurant franchise transaction with defendants. Plaintiffs seek a declaratory judgment that Huadong Liu, Yaoyu Liu, Hui Chen & Associates, PLLC and Law Offices of Hui
Chen and Associates, P.C. were plaintiffs’ attorneys during the franchise agreement process.
The remaining causes of action in the amended complaint include violation of the New Jersey Franchise Practice Act, N.J.S.A. § 56: 10-1, et seq.; breach of contract; unjust enrichment; conversion; legal malpractice; fraud; and civil conspiracy.
Defendants, Lao Ma Spicy Inc., Lao Ma Inc., Laoma Spicy Elmhurst, Inc., Lao Ma Ma La Tang Incorporated, Tuo Liu (sued herein as Liu Tuo), Huadong Liu and Yaoyu Liu (collectively “Spicy defendants”) move the court pursuant to CPLR 321l(a)(l), (3), (5), and (7) seeking dismissal of the amended complaint. (Motion Sequence 003).
Co-defendants Hui Chen & Associates, PLLC and Law Offices of Hui Chen and Associates, P.C. (attorney defendants) likewise move the court pursuant to CPLR 321 l(a)(l), (3), (5), and (7) seeking dismissal of the amended complaint. (Motion Sequence 004). ”
“Pursuant to the fully executed Termination Agreement and Mutual Release, the parties terminated the Franchise Agreement “for mutual convenience”, releasing all parties, inclusive of employees, agents, successors, assigns, legal representatives, affiliates et cetera, from and against any and all actions claims, suits, demands, payment obligations, or other obligations or liabilities of any nature whether known or unknown. (NYSCEF Doc No 92). The Agreement indicates
that the applicable law will be that of the· State of New York. Based upon the foregoing, the amended complaint is dismissed in its entirety as its causes of action are based upon a Franchise
Agreement which was mutually terminated less than thirty days after the parties entering into same. The fact that the agreement was reduced to writing and executed s.everal months later (in June of2018) is of no moment as the terms of the Termination Agreement and Mutual Release are clear, and thus, claims proffered by plaintiffs that the agreement is unenforceable are unavailing. All remaining arguments not addressed herein are either without merit or need not
be addressed given the findings above.”