Epstein v. Cantor: Written Reclassification from Partner to Employee as Conclusive Documentary Evidence under CPLR 3211

I. Introduction

The decision in Epstein v. Cantor, 2025 NY Slip Op 06989 (2d Dept Dec. 17, 2025), arises out of the dissolution of a New York law firm and the ensuing battle over client relationships, ownership interests, and alleged disloyalty by departing lawyers and a competitor firm.

The plaintiff, Scott Epstein, claimed that his former colleague, Bryan J. Mazzola, remained a partner in their firm—Cantor, Epstein & Mazzola, LLP (“CEM”)—and owed him partnership-based fiduciary duties when key clients left for another firm, Boyd Richards, and when a group of lawyers departed. Epstein also alleged a broad array of business torts against Mazzola and the Boyd-related defendants.

The Appellate Division, Second Department, affirms the dismissal of all claims against the Boyd-related defendants, holding in essence that:

a subsequent written agreement that unequivocally reclassified Mazzola as a W-2 employee with no equity interest in CEM is documentary evidence that “utterly refutes” allegations of his partner status; and
the business tort claims—corporate raiding, aiding and abetting breach of fiduciary duty, unjust enrichment, unfair competition, tortious interference, and “faithless servant”––were pleaded only in bare, conclusory fashion and therefore failed under CPLR 3211(a)(7).

The part of the appeal involving the co-founder, Robert I. Cantor, is dismissed as academic because the underlying order was effectively vacated on reargument in a companion appeal decided the same day. Thus, this opinion’s operative holdings concern only the claims against Mazzola and the Boyd-related defendants.

Doctrinally, the decision is important for three interrelated propositions:

Primacy of written partnership and employment agreements. Where parties formally re-write their economic and ownership relationship, that writing will control over general allegations of “partnership,” even in a law-firm context.
Use of such agreements as CPLR 3211(a)(1) “documentary evidence.” An unambiguous agreement reclassifying a lawyer from partner to employee can conclusively negate partnership-based fiduciary and statutory claims at the pleading stage.
Stringent pleading standards for business tort claims between competing law firms. General accusations of “raiding” and “unfair competition” without concrete facts will not survive dismissal under CPLR 3211(a)(7).

II. Summary of the Opinion

A. Parties and Background

Scott Epstein – plaintiff, originally a co-founder and equity participant at CEM.
Robert I. Cantor / Robert I. Cantor, PLLC – co-founder of the firm; collectively, the “Cantor defendants.”
Bryan J. Mazzola – originally associated with CEM and, under an earlier agreement, a partner; later reclassified as an employee under a 2013 agreement.
W. Todd Boyd and the Boyd firms – Boyd Richards Parker Colonelli, P.L. and Boyd Richards NY, LLC; collectively, the “Boyd defendants,” alleged to have facilitated the client and attorney departures.

Epstein alleged that Cantor, Mazzola, and the Boyd defendants orchestrated the transfer of “almost all of CEM’s clients” to the Boyd firms, largely built on client relationships that Epstein had cultivated over many years. Letters on CEM letterhead were sent to clients in June 2016 advising that four attorneys, including Mazzola and Ehrlich, were leaving to join a new firm and that CEM had “no objection” to those attorneys soliciting continued representation.

B. Claims Asserted

Epstein’s amended complaint asserted a suite of claims, including (as relevant to the Boyd defendants):

Second cause of action – breach of fiduciary duty (against Cantor and Mazzola).
Third cause of action – violation of Partnership Law § 20(3) (against Cantor and Mazzola).
Sixth cause of action – violation of the faithless servant doctrine (against Mazzola).
Seventh cause of action – unjust enrichment (against Mazzola).
Eighth cause of action – “corporate raiding” (against the Boyd defendants).
Ninth cause of action – aiding and abetting Cantor’s breach of fiduciary duty (against the Boyd defendants).
Tenth cause of action – unfair competition (against the Boyd firms).
Eleventh cause of action – tortious interference with contract (against the Boyd defendants).

C. Motions to Dismiss and Supreme Court Ruling

Both the Cantor and the Boyd defendants moved to dismiss under CPLR 3211(a), arguing principally that Epstein’s own agreements showed that CEM was not operated as a partnership in the way he claimed, and in particular that Mazzola was not a partner at the relevant time.

The Cantor defendants sought dismissal of the second, third, and fourth causes of action as to them.
The Boyd defendants sought dismissal of the entire amended complaint as to them.

The Supreme Court, Kings County, granted both motions. Epstein appealed.

D. Appellate Division’s Holding

The Second Department held:

The portion of the appeal relating to the Cantor defendants’ dismissal of the second, third, and fourth causes of action was dismissed as academic, because that portion of the order was effectively vacated on reargument in a separate order (referenced as Epstein v. Cantor, App. Div. Docket No. 2022-07617, decided the same day).
As to the Boyd defendants, the order dismissing the complaint was affirmed:
- The Boyd defendants, through submission of the January 1, 2013 agreement, showed that Mazzola was a W-2 salaried employee with no equity interest in CEM as of that date, and that an earlier (2007) partnership agreement was “null and void.” This “utterly refuted” the allegation that he was a partner during the relevant period.
- Accordingly, the fiduciary duty and Partnership Law § 20(3) claims against Mazzola (second and third causes) were properly dismissed under CPLR 3211(a)(1).
- The remaining claims—faithless servant, unjust enrichment, corporate raiding, aiding and abetting breach of fiduciary duty, unfair competition, and tortious interference—were properly dismissed under CPLR 3211(a)(7) because they failed to plead essential elements or were “bare” and “conclusory” without factual specificity.

III. Detailed Analysis

A. Procedural Posture and Scope of Review

The court’s opening disposition is procedural but significant for understanding the limited scope of this opinion:

ORDERED that the appeal from so much of the order as granted the motion of the defendants Robert I. Cantor and Robert I. Cantor, PLLC, pursuant to CPLR 3211(a) to dismiss the second, third, and fourth causes of action insofar as asserted against them is dismissed as academic, as that portion of the order was, in effect, vacated by an order of the same court dated August 19, 2022…

Thus, this decision does not provide the final word on the claims against Cantor or on the technical question whether Epstein himself was a partner in CEM. Those issues are resolved in a companion opinion. Here, the court’s reasoning focuses on:

whether Mazzola was a partner (for purposes of fiduciary duties and Partnership Law § 20(3)); and
whether the business tort and equitable claims against Mazzola and the Boyd defendants are adequately pleaded.

B. Partnership Status, Fiduciary Duties, and the Role of Written Agreements

The court anchors its analysis in New York’s Partnership Law and the long-standing principle that partners can “chart their own course” by agreement. It first recites the statutory definition:

“A partnership is an association of two or more persons to carry on as co-owners a business for profit” (Partnership Law § 10[1]).

It then cites Congel v Malfitano, 31 NY3d 272 (2018), and related authorities to underscore the primacy of contract over default statutory rules:

Congel v Malfitano, 31 NY3d 272, 278–79:
“In the agreement establishing a partnership, the partners can chart their own course.”
Zohar v LaRock, 185 AD3d 987, 991:
“[W]hile New York’s Partnership Law provides certain default provisions where a partnership agreement is silent, where the agreement clearly sets forth the terms between the partners, it is the agreement that governs.”
Lanier v Bowdoin, 282 NY 32, 38:
In the absence of prohibitory statutes or public policy constraints, partners “may include in the partnership articles any agreement they wish… If complete, as between the partners, the agreement so made controls.”

The court also notes how partnership status is determined in the absence of a written agreement:

Saibou v Alidu, 187 AD3d 810, 811; Delidimitropoulos v Karantinidis, 186 AD3d 1489, 1490:
“When there is no written partnership agreement between the parties, the court must determine whether a partnership in fact existed from the conduct, intention, and relationship between the parties.”

In Epstein, however, there was an explicit written agreement as of January 1, 2013, addressing Mazzola’s status. That agreement:

rendered the parties’ 2007 partnership agreement null and void; and
expressly provided that, as of January 1, 2013, Mazzola was solely a W-2 salaried employee with no equity interest in CEM.

This contract is dispositive of whether Mazzola was a “partner” in 2015–2016 when the alleged client and attorney moves occurred. Because the contract is clear, there is no room for an implied or de facto partnership based on behavior or titles; the explicit agreement controls.

The court therefore treats the 2013 agreement as documentary evidence that conclusively contradicts Epstein’s allegation that Mazzola was a partner at the relevant time.

C. The CPLR 3211 Standards Applied

1. Documentary Evidence under CPLR 3211(a)(1)

Under CPLR 3211(a)(1), a defendant may move to dismiss where “a defense is founded upon documentary evidence.” New York courts have repeatedly emphasized that:

“To succeed on a motion to dismiss based upon documentary evidence pursuant to CPLR 3211(a)(1), the documentary evidence must utterly refute the plaintiff’s factual allegations, conclusively establishing a defense as a matter of law” (Piccoli v Cerra, Inc., 174 AD3d 754, 756 [internal quotation marks omitted]).

The Appellate Division applies this standard to the January 1, 2013 agreement:

It is a type of document universally recognized as “documentary evidence” for CPLR 3211 purposes (a formal written contract among the relevant parties).
It directly addresses the specific factual assertion that underpins the second and third causes of action against Mazzola—namely, his alleged partner status.
By expressly making Mazzola a W‑2 employee and voiding the prior partnership agreement, it “utterly refute[s]” the allegation that he was a partner during the operative period.

On that basis, the court finds the second and third causes of action against Mazzola (breach of fiduciary duty as a partner and violation of Partnership Law § 20(3)) unsustainable as a matter of law.

The opinion cites Cassese v SVJ Joralemon, LLC, 168 AD3d 667, 669, for this use of documentary evidence to negate pleaded factual assertions. While the opinion here does not elaborate on Cassese, its citation signals continuity with prior cases where LLC agreements or similar contracts conclusively disproved claimed ownership or membership interests.

2. Failure to State a Claim under CPLR 3211(a)(7)

As to the remaining causes of action, the court applies CPLR 3211(a)(7), under which dismissal is warranted where the complaint fails to state a cognizable claim.

The court recites the familiar, plaintiff-friendly standard:

Bono v Stim & Warmuth, P.C., 215 AD3d 911, 911; Leon v Martinez, 84 NY2d 83, 87–88; Gorbatov v Tsirelman, 155 AD3d 836, 837:
The court must afford the pleading a liberal construction, accept the facts as alleged as true, accord the plaintiff the benefit of every possible favorable inference, and determine only whether the facts fit within any cognizable legal theory.
Klein v Catholic Health Sys. of Long Is., Inc., 231 AD3d 797, 797 (quoting Connaughton v Chipotle Mexican Grill, Inc., 29 NY3d 137, 142):
Dismissal is warranted if the plaintiff fails to assert facts in support of an element of the claim, or if the factual allegations and inferences do not allow for an enforceable right of recovery.
Jennings v Metropolitan Transp. Auth., 226 AD3d 662, 663–64 (quoting Young v 101 Old Mamaroneck Rd. Owners Corp., 211 AD3d 771, 774):
“Conclusory allegations—claims consisting of bare legal conclusions with no factual specificity—are insufficient to survive a motion to dismiss,” and where evidentiary material is considered on a 3211(a)(7) motion, the question becomes whether the plaintiff has a cause of action, not merely whether the plaintiff has stated one.

This standard is critical. It ensures that even under a liberal pleading regime, a plaintiff must allege concrete facts making out the essential elements of each cause of action; labels and pejoratives (“raiding,” “faithless,” “unfair”) do not suffice.

The court ultimately concludes that the non-partnership-based causes of action against Mazzola and the Boyd defendants fail this test because they either:

lack facts supporting one or more required elements; or
are pleaded in entirely conclusory terms without the required factual specificity.

D. Disposition of Each Group of Claims Against the Boyd Defendants

1. Breach of Fiduciary Duty and Partnership Law § 20(3) (Second and Third Causes of Action, as to Mazzola)

The second cause of action alleged that Mazzola (and Cantor) breached fiduciary duties owed as partners of CEM. The third alleged a violation of Partnership Law § 20(3), which, among other things, obligates partners to furnish “on demand true and full information of all things affecting the partnership.”

Both causes depend on a threshold factual predicate: that Mazzola was a “partner” in CEM at the time of the alleged misconduct.

The Boyd defendants met their burden under CPLR 3211(a)(1) by submitting the January 1, 2013 agreement that:

expressly canceled the 2007 partnership agreement between Cantor and Mazzola; and
designated Mazzola as a W-2 salaried employee of CEM with “no equity interest.”

The Appellate Division’s conclusion:

“Thus, the January 1, 2013 agreement utterly refuted Epstein’s allegations that Mazzola was a partner of CEM. Accordingly, the Supreme Court properly granted dismissal of the second and third causes of action insofar as asserted against Mazzola (see Cassese v SVJ Joralemon, LLC, 168 AD3d 667, 669).”

The key point is not just that the agreement “contradicts” the plaintiff’s allegations, but that it does so conclusively. Under 3211(a)(1), the court does not weigh evidence; rather, it checks whether the documentary evidence and the complaint can be reconciled. Here, they cannot: one says “partner,” the other says, in binding contractual form, “employee with no equity; prior partnership agreement void.”

This is a significant clarification for the law-firm context, where “partner” titles can be used loosely. At least where the parties’ formal agreements unambiguously classify someone as a non-equity employee, a plaintiff cannot rely on generalized assertions of “partnership” status to create fiduciary obligations grounded in partnership law.

2. Faithless Servant and Unjust Enrichment (Sixth and Seventh Causes of Action, as to Mazzola)

The sixth cause of action alleged a violation of the faithless servant doctrine by Mazzola; the seventh alleged unjust enrichment against him. Notably, these claims do not require partner status; they can, in principle, apply to employees.

However, the court summarily holds that these and the remaining claims:

“all either failed to plead the requisite elements for such causes of action or were based on bare allegations that were merely conclusory and lacked factual specificity, which rendered them insufficient to survive a motion to dismiss pursuant to CPLR 3211(a)(7) (see Jennings v Metropolitan Transp. Auth., 226 AD3d at 663–664).”

Although the opinion does not dissect the pleading deficiencies element-by-element, the implication is:

For the faithless servant claim: Epstein failed to plead how Mazzola allegedly acted with disloyalty (e.g., what specific misconduct occurred, when, and in what capacity), beyond general accusations of client transfers.
For unjust enrichment: the complaint did not sufficiently allege (with specifics) what benefit Mazzola received at Epstein’s expense, why it would be unjust for him to retain that benefit, or how that benefit was independent of any contractual framework.

This underscores that even equitable doctrines like faithless servant and unjust enrichment require factual underpinning, not just narrative dissatisfaction with how a departure unfolded.

3. Corporate Raiding, Aiding and Abetting Breach of Fiduciary Duty, Unfair Competition, and Tortious Interference (Eighth–Eleventh Causes of Action)

The eighth through eleventh causes of action were leveled against the Boyd defendants as a competitor firm and its lawyers:

Corporate raiding – alleging that the Boyd defendants “raided” CEM’s personnel or clients.
Aiding and abetting breach of fiduciary duty – alleging that Boyd and his firms knowingly assisted Cantor in breaching fiduciary duties owed to Epstein/CEM.
Unfair competition – alleging wrongful appropriation of CEM’s business or goodwill.
Tortious interference with contract – alleging improper interference with CEM’s contracts with its clients (and possibly its attorneys).

The court again does not parse each element separately, but the reference to “failure to plead the requisite elements” and “conclusory” allegations implies shortcomings such as:

For aiding and abetting breach of fiduciary duty:
- inadequate factual allegations of the Boyd defendants’ actual knowledge of a specific fiduciary duty; and/or
- insufficient particulars of substantial assistance or encouragement provided by them.
For tortious interference with contract:
- failure to specify the particular contracts allegedly interfered with (e.g., client engagement agreements, partnership agreements, employment contracts);
- inadequate facts showing that the Boyd defendants knowingly induced a breach (as opposed to simply hiring willing lawyers or accepting clients who chose to move); and/or
- no sufficient allegation of improper means or predatory conduct beyond ordinary competition and client choice.
For unfair competition:
- lack of concrete facts showing misappropriation of trade secrets, confidential information, or business strategies, as opposed to general competition for clients.
For corporate raiding:
- failure to allege specific wrongful acts (e.g., inducing employees to breach restrictive covenants, misusing confidential information, orchestrating mass simultaneous resignations with concealed planning) beyond the bare assertion of “raiding.”

The court’s approach aligns with a broader judicial reluctance to turn ordinary lawyer mobility and client choice into tortious conduct absent concrete predatory or unlawful acts. The standard letters sent to clients, stating that attorneys were leaving and that CEM had “no objection” to those attorneys contacting clients, may in fact cut against any inference of wrongful interference, although the opinion does not expressly rely on that.

E. Precedents Cited and Their Influence

The opinion draws on several clusters of precedent:

1. CPLR 3211(a)(1) and (a)(7)

Piccoli v Cerra, Inc., 174 AD3d 754 – reaffirms that documentary evidence must “utterly refute” allegations to justify dismissal under 3211(a)(1).
Leon v Martinez, 84 NY2d 83; Bono v Stim & Warmuth, P.C., 215 AD3d 911; Gorbatov v Tsirelman, 155 AD3d 836 – establish the liberal construction of pleadings under 3211(a)(7).
Connaughton v Chipotle Mexican Grill, Inc., 29 NY3d 137; Klein v Catholic Health Sys. of Long Is., Inc., 231 AD3d 797 – clarify that the plaintiff must plead facts supporting each element; otherwise, there is no enforceable right of recovery.
Jennings v Metropolitan Transp. Auth., 226 AD3d 662; Young v 101 Old Mamaroneck Rd. Owners Corp., 211 AD3d 771 – emphasize that purely conclusory allegations are insufficient, and that when evidentiary material is considered, the court asks whether the plaintiff has a cause of action, not just whether a cause is formally “stated.”

These cases collectively provide the framework for disposing of both the partnership-based and business tort claims at the pleading stage.

2. Partnership Law and the Supremacy of Written Agreements

Partnership Law § 10(1) – defines “partnership” as an association to carry on as co-owners a business for profit.
Congel v Malfitano, 31 NY3d 272 – underscores partnership autonomy to structure internal governance and economic arrangements contractually.
Zohar v LaRock, 185 AD3d 987 – reiterates that when a partnership agreement is clear, it governs, and default rules fill only gaps.
Lanier v Bowdoin, 282 NY 32 – an early but still-cited decision emphasizing that, absent statutory prohibition or public policy concerns, partners are free to shape their affairs by contract, which will control “if complete.”
Saibou v Alidu, 187 AD3d 810; Delidimitropoulos v Karantinidis, 186 AD3d 1489 – describe how courts determine whether a partnership “in fact” exists when no written agreement governs.

By citing both the written-agreement line of cases and the “no agreement” line, the court situates Epstein squarely in the former category: there was a clear, comprehensive agreement as of 2013, so resort to conduct, labels, or subjective understandings is unnecessary and improper.

3. Use of Contracts as Documentary Evidence to Negate Ownership or Partner Status

Cassese v SVJ Joralemon, LLC, 168 AD3d 667 – applied documentary evidence (such as LLC operating agreements or membership documents) to defeat claimed ownership or membership interests at the pleading stage.

Epstein extends this mode of reasoning to the law-firm partnership context: an explicit reclassification agreement can conclusively negate later assertions of partnership-based fiduciary status.

F. Doctrinal and Practical Impact

1. Clarifying the Legal Consequences of Reclassifying a “Partner” as an Employee

A central practical implication is that law firms that formalize changes in a lawyer’s status—for example, converting an equity partner into a salaried non-equity “partner” or employee—can significantly limit future claims grounded in partnership law if their agreements are clear and unambiguous.

In Epstein:

The 2013 agreement explicitly removed Mazzola’s equity interest and voided the prior partnership agreement.
The court treated this as dispositive documentary evidence, not as ambiguous or suggestive.
As a result, partnership-based claims against Mazzola (fiduciary duty as a partner and Partnership Law § 20(3) violations) were extinguished at the pleading stage.

This has consequences for:

Law firm “non-equity partners.” Where firms use the “partner” title but characterize the lawyer as a W‑2 employee without equity, the precise wording of the underlying agreements will heavily influence whether partnership-based fiduciary and statutory duties attach.
Lawyer mobility disputes. Plaintiffs cannot rely solely on historical or informal characterizations (“we treated him as a partner”) where a later agreement formally redefines the relationship.
Drafting practice. Firms and lawyers should assume that reclassification documents will be given full effect and may foreclose later arguments about partnership status at critical times (e.g., during a breakup or client migration).

2. Reinforcing the High Bar for Business Tort Claims in the Context of Law-Firm Departures

The court’s dismissal of the “corporate raiding,” unfair competition, and tortious interference claims is consistent with a broader line of cases that treat client choice and lawyer mobility as presumptively lawful absent specific wrongful conduct.

The opinion suggests that to survive dismissal, plaintiffs bringing such claims in a law-firm breakup context must plead, with concrete facts:

identifiable contracts that were breached due to the defendants’ conduct;
specific acts by the competitor or departing lawyers that were wrongful independent of ordinary competition (e.g., misuse of confidential information, breaches of restrictive covenants, misappropriation of trade secrets); and
for aiding and abetting theories, the defendant’s actual knowledge of a fiduciary duty and intentional, substantial assistance in breaching that duty.

Absent such allegations, even broad claims of “raiding” and opportunism will not suffice. This reinforces New York’s strong bias toward favoring competition on the merits and honoring client autonomy in selecting counsel.

3. Strategic Guidance for Future Litigants

For plaintiffs (partners or firms) contemplating suit after a mass departure:

Scrutinize all governing agreements (partnership, employment, shareholder, operating agreements). If they undercut your narrative (e.g., by classifying alleged wrongdoers as employees rather than partners), you must address that head-on.
Plead specific facts: identify contracts, confidential information, explicit promises, and concrete acts of misconduct. Avoid relying solely on characterizations like “raiding” or “unfair competition.”

For defendants (departing lawyers and competitor firms):

Use clear written agreements and classifications to undermine partnership-based duties at the outset of litigation via CPLR 3211(a)(1).
On 3211(a)(7) motions, attack the lack of specificity in business tort pleadings—highlight missing elements such as knowledge, improper means, breach of existing contracts, or misappropriation.

IV. Explanation of Key Legal Concepts

1. Partnership and Partnership Law § 10(1)

A partnership under New York law is:

“an association of two or more persons to carry on as co-owners a business for profit” (Partnership Law § 10[1]).

Being a co-owner implies both a share in profits and losses and certain management rights. Merely working at a firm—even with a “partner” title—does not automatically make someone a legal partner if the governing documents say otherwise.

2. Fiduciary Duties Among Partners

Partners owe each other fiduciary duties, which include:

a duty of loyalty (not to act against the partnership’s interests);
a duty of care (to act with appropriate diligence); and
duties of disclosure and accounting (to keep each other informed of material matters).

In a law-firm context, fiduciary duties may limit how partners can plan competing ventures, solicit clients, or divert opportunities for personal gain—at least while still partners.

3. Partnership Law § 20(3)

Section 20(3) of the Partnership Law requires every partner to:

render “on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner.”

Claims under § 20(3) presuppose that the defendant is a partner. Once a contract establishes that a person is no longer a partner, this statutory obligation no longer applies to that person.

4. CPLR 3211(a)(1) – Documentary Evidence

CPLR 3211(a)(1) allows a claim to be dismissed when a defense is based on “documentary evidence.” Courts generally treat the following as documentary evidence:

contracts and written agreements;
deeds and other formal instruments;
public records, such as recorded mortgages; and
some judicial records.

To qualify, the document must be unambiguous, authentic, and dispositive. If such a document “utterly refutes” the complaint’s factual assertions, the claim can be dismissed at the outset.

5. CPLR 3211(a)(7) – Failure to State a Cause of Action

Under CPLR 3211(a)(7), the court tests whether the complaint, assuming its factual allegations are true and drawing all reasonable inferences in the plaintiff’s favor, states any cognizable legal claim. But:

Labels are not enough. Allegations must include supporting facts for each element of the cause of action.
Conclusory statements are insufficient. Courts disregard bare legal conclusions that lack factual detail.
When evidentiary material is considered, the inquiry shifts to whether the plaintiff actually has a cause of action, not just whether one is nicely worded.

6. Faithless Servant Doctrine

The faithless servant doctrine is a New York equitable principle under which an employee who is “faithless” to the employer’s interests—by, for example, secretly competing, diverting opportunities, or engaging in serious misconduct—may be required to:

forfeit compensation earned during the period of disloyalty; and/or
disgorge profits obtained through the disloyal conduct.

However, the plaintiff must allege specific acts of disloyalty, not just a general breakdown of trust.

7. Unjust Enrichment

A claim of unjust enrichment requires a plaintiff to show:

the defendant was enriched;
the enrichment was at the plaintiff’s expense; and
equity and good conscience require restitution.

The plaintiff must explain specifically what benefit the defendant received and why retaining it would be unfair, especially where formal contracts already govern the parties’ relationship.

8. Corporate Raiding

Although “corporate raiding” is not a formal statutory claim, New York courts sometimes address claims framed in this language. It generally describes:

a targeted effort by one company to hire away significant numbers of another company’s employees, often to cripple the competitor’s business.

To be actionable, such “raiding” usually must involve independent wrongful conduct, such as:

inducing employees to breach restrictive covenants;
misusing confidential information or trade secrets; or
coordinated conduct that violates specific legal duties owed by the employees.

9. Aiding and Abetting Breach of Fiduciary Duty

To state a claim for aiding and abetting breach of fiduciary duty, a plaintiff must allege:

the existence of a fiduciary duty owed by another party;
a breach of that fiduciary duty;
that the defendant knowingly induced or participated in the breach (actual knowledge, not mere negligence); and
that the breach caused damages.

Vague assertions that a third party “helped” or “benefitted” are inadequate; plaintiffs must plead concrete acts and knowledge.

10. Unfair Competition

New York’s common-law unfair competition is a broad but fact-intensive doctrine. At its core is the idea of:

“misappropriation of the skill, expenditures and labor of another” for one’s own commercial advantage.

But competition itself is not unfair; it becomes actionable when it is accomplished through wrongful means (e.g., theft of trade secrets, passing off, fraud, breach of confidence), not simply better business strategies or ordinary client solicitation.

11. Tortious Interference with Contract

To plead tortious interference with contract, a plaintiff must allege:

a valid contract between the plaintiff and a third party;
the defendant’s knowledge of that contract;
the defendant’s intentional procurement of the third party’s breach of the contract, without justification; and
damages resulting from the breach.

In the legal-services context, this is particularly difficult to show because clients generally have a right to discharge one attorney and hire another at any time. A defendant usually must engage in wrongful conduct—such as misrepresentation, exploitation of confidential information, or inducing violations of restrictive covenants—to transform client choice into tortious interference.

12. W-2 Salaried Employee vs. Equity Partner

A W‑2 salaried employee is typically:

paid a salary or wages reported on IRS Form W‑2;
non-owner of the business (no equity interest); and
governed by employment law principles (duty of loyalty, etc.), but not partnership law.

An equity partner generally:

holds an ownership interest in the firm;
shares in profits and losses;
participates in governance; and
owes and is owed partnership fiduciary duties under statute and common law.

In Epstein, the January 1, 2013 agreement moved Mazzola from the latter category to the former, with decisive legal implications.

V. Conclusion

Epstein v. Cantor is a textbook application of New York’s partnership, pleading, and motion-to-dismiss doctrines to the context of a law-firm breakup. Its core contributions can be distilled into three main points:

Contractual classification controls partnership status. Where a clear, comprehensive agreement reclassifies a lawyer as a non-equity W‑2 employee and voids prior partnership arrangements, courts will treat that agreement as conclusive documentary evidence under CPLR 3211(a)(1). Partnership-based fiduciary and statutory claims will not survive mere contrary assertions in the complaint.
Business tort claims require factual specificity. Allegations of “corporate raiding,” unfair competition, aiding and abetting breach of fiduciary duty, and tortious interference must be supported by concrete facts showing wrongful means and the elements of each tort. Bare, conclusory accusations, even in emotionally charged law-firm dissolution disputes, are insufficient under CPLR 3211(a)(7).
Law-firm mobility remains protected where client choice and clear agreements govern. The decision reflects judicial reluctance to transform normal lawyer departures and client transfers into actionable misconduct absent particularized allegations of disloyalty, misuse of confidential information, or contractual breaches induced by improper means.

For practitioners and firms, the case underscores the importance of:

careful drafting and periodic updating of partnership and employment agreements;
understanding that these agreements will likely be decisive in any later litigation over fiduciary duties; and
ensuring that any business tort complaint arising from a competitive dispute is grounded in specific, demonstrable facts rather than generalized grievances.

In sum, Epstein v. Cantor reinforces the primacy of written agreements in partnership disputes and the rigorous pleading standards that govern business tort and fiduciary-duty claims in New York, particularly in the professional-services arena.