It’s a puzzling set of facts, and as enunciated by the Court, it seems that the two sons running a liquor store signed papers selling the store and the building when they had no authority to do so. Was the buyer’s attorney potentially liable to the owner?

Adel Wine & Liqs., Inc. v Randy’s 925 Corp. 2026 NY Slip Op 31054(U) March 19, 2026
Supreme Court, New York County Docket Number: Index No. 659194/2025 Judge: Lyle E. Frank says the answer is no.

“The complaint alleges that plaintiff, a New York corporation, located at 925 Columbus
Avenue, New York, New York, is owned and operated by Adelaida Melendez “Melendez”), and Melendez was the sole shareholder, director and officer of the corporation. Further, Melendez is the sole shareholder, director and president of M Brothers Inc. the entity which owns the building where plaintiff is located.

Since approximately September 2016, Melendez had relied upon her sons Javier Melendez and Alberto Melendez to operate Adel Wines and since about September 2022 has lived at an assisted living facility. Plaintiff alleges that Melendez was approached by two unknown visitors, her son Alberto Melendez was also present, and that defendant Dunnington, through attorney Swetnick, provided documents to Melendez without explaining the contents of the documents and asked Melendez to sign the documents. Melendez did not learn until 2025, that the unknown visitor that provided the documents to her was Swetnick.

The complaint further alleges that the documents were for the sale of the business and
transfer of a liquor license rather than a lease.”

“The complaint asserts six causes of action, however only one cause of action is asserted against Dunnington, sounding in legal malpractice. During oral argument, plaintiff’s counsel urged the Court to review the complaint with the implication that although not framed as such, the complaint contains sufficient allegations of fraud as against Dunnington if the Court were to deem the legal malpractice cause of action insufficient.
“In order to state a cause of action for legal malpractice, the complaint must set forth
three elements: the negligence of the attorney; that the negligence was the proximate cause of the loss sustained; and actual damages” (Mamoon v Dot Net Inc., 135 AD3d 656, 658 [1st Dept 2016] internal citations omitted). Additionally, “absent an attorney-client relationship, a cause of action for legal malpractice cannot be stated” (Fed. Ins. Co. v N. Am. Specialty Ins. Co., 47 AD3d 52, 59 [1st Dept 2007]).”

“The complaint repeatedly alleges that the unknown visitors, later identified as Glass and Swetnick, did not speak to Melendez, nor made any statements regarding the content of the documents, therefore there were no fraudulent statements made to induce Melendez into signing the documents. The complaint offers no factual basis as
to why Melendez believed that the documents were for a lease rather than a sale.
Further, the allegation of legal malpractice is also insufficient as it is undisputed that
defendant was not counsel for plaintiff, therefore no attorney client relatio nship exists to support a legal malpractice claim. Because the Court finds that the complaint fails to state a cause of action as against Dunnington the Court will not reach the movants arguments with respect to documentary evidence and lack of a necessary party.”