Blank v. Petrosyants. 2026 NY Slip Op 05074 August 26, 2026 Appellate Division, Second Department is mostly about the business fight between cater co-venturers, but also involved an attorney. As often happens, there is only one attorney in the business negotiations, and Plaintiff would like to sue, but lacks privity.

“In an action, inter alia, to recover damages for breach of contract and legal malpractice, the plaintiffs appeal, and the defendants Zhan Petrosyants and Robert Petrosyants cross-appeal, from an order of the Supreme Court, Kings County (Leon Ruchelsman, J.), dated November 1, 2023. The order, insofar as appealed from, granted that branch of the motion of the defendant Akiva Ofshtein which was for summary judgment dismissing the cause of action alleging legal malpractice insofar as asserted against him by the plaintiff Vadim Shubaderov. The order, insofar as cross-appealed from, denied those branches of the motion of the defendants Zhan Petrosyants and Robert Petrosyants which were for summary judgment dismissing the cause of action alleging fraud insofar as asserted by the plaintiffs Emil Blank and Vadim Shubaderov, the cause of action alleging promissory estoppel insofar as asserted by the plaintiff Vadim Shubaderov, and the cause of action alleging breach of contract insofar as asserted against the defendant Zhan Petrosyants by the plaintiffs Emilya Blank and Vadim Shubaderov.

ORDERED that the order is modified, on the law, by deleting the provision thereof denying that branch of the motion of the defendants Zhan Petrosyants and Robert Petrosyants which was for summary judgment dismissing the cause of action alleging breach of contract insofar as asserted against the defendant Zhan Petrosyants by the plaintiff Emilya Blank, and substituting therefor a provision granting that branch of the motion; as so modified, the order is affirmed insofar as appealed and cross-appealed from, without costs or disbursements.

In August 2019, the plaintiffs Emil Blank, Vadim Shubaderov, and Oleg Egorov commenced this action against, among others, the defendants Zhan Petrosyants, Robert Petrosyants, and Akiva Ofshtein. The complaint alleged that beginning in late 2013, at the behest of Zhan Petrosyants and Robert Petrosyants (hereinafter together the Petrosyants defendants), Emil Blank, Shubaderov, and Egorov invested monies in a catering venture known as Prime One Catering, Inc., but the monies were improperly diverted by the Petrosyants defendants to other sources in which Emil Blank, Shubaderov, and Egorov had no interest. The complaint asserted, inter alia, causes of action alleging breach of contract, fraud, legal malpractice, and promissory estoppel.”

“”The elements of a cause of action sounding in legal malpractice include the existence of an attorney-client relationship between the plaintiff and the defendant” (Lindsay v Pasternack Tilker Ziegler Walsh Stanton & Romano LLP, 129 AD3d 790, 792). “An attorney-client relationship may exist in the absence of a retainer or fee” (Willoughby Rehabilitation & Health Care Ctr., LLC v Webster, 190 AD3d 887, 889). “In determining the existence of an attorney-client relationship, a court must look to the actions of the parties to ascertain the existence of such a relationship” (Wei Cheng Chang v Pi, 288 AD2d 378, 380). “[A] party’s unilateral belief does not confer upon him or her the status of client. Rather, to establish an attorney-client relationship, there must be an explicit undertaking to perform a specific task” (Willoughby Rehabilitation & Health Care Ctr., LLC v Webster, 190 AD3d at 889; see Volpe v Canfield, 237 AD2d 282, 283).

Here, Ofshtein established, prima facie, that no attorney-client relationship existed between him and Shubaderov by submitting deposition testimony demonstrating that Shubaderov had only a unilateral belief that Ofshtein was his attorney (see Willoughby Rehabilitation & Health Care Ctr., LLC v Webster, 190 AD3d at 889; Volpe v Canfield, 237 AD2d at 283) and a retainer agreement demonstrating that Ofshtein was the attorney for Prime One Catering, Inc., and not Shubaderov (see Eurycleia Partners, LP v Seward & Kissel, LLP, 12 NY3d 553, 562; Mann v Sasson, 186 AD3d 823, 824). In opposition, the plaintiffs failed to raise a triable issue of fact. Accordingly, the Supreme Court properly granted that branch of Ofshtein’s motion which was for summary judgment dismissing the cause of action alleging legal malpractice insofar as asserted against him by Shubaderov.”