No Civil Contempt Without an Unequivocal Mandate: Clarifying Valuation Orders, Attachments, Joinder, and Appendix Adequacy in Baran v. Mechel

Introduction

This commentary examines the Appellate Division, Second Department’s decision in Baran v. Mechel, 2025 NY Slip Op 05491 (Oct. 8, 2025). The dispute arose from a closely-held corporate breakup between 50/50 shareholders of New York Builders of Stairs, Inc., following a 2016 settlement agreement that contemplated a buyout via independent appraisals and, failing that, appointment of a receiver to liquidate corporate assets.

After the Supreme Court (Queens County) issued a May 15, 2020 order deeming the plaintiff to have forfeited his first-option buyout and directing appraisals under specified timelines, the defendant moved to hold the plaintiff in civil contempt for noncompliance, to obtain an order of attachment on assets located at a related entity (Grand Stairs Corp.), to impose sanctions, and to join Grand Stairs as a party. The Supreme Court denied those requests and later denied the defendant’s renewal/reargument efforts. The defendant appealed.

The key issues on appeal were:

• Whether civil contempt lies where the underlying order does not clearly express an unequivocal mandate—specifically, where an appraisal directive omits a valuation date and clarification is sought.
• Whether an order of attachment is warranted absent evidence of intent to defraud or frustrate judgment enforcement under CPLR 6201(3).
• Whether a nonparty (Grand Stairs Corp.) can be joined where no right to relief is asserted against it under CPLR 1002(b).
• Whether an appeal from denial of reargument lies, and how inadequacy of the appendix forecloses appellate review when proceeding by the appendix method.

Summary of the Opinion

The Second Department:

• Affirmed the February 9, 2021 order denying the defendant’s September 2020 motion for civil contempt, attachment, sanctions, and joinder.
• Dismissed the appeal from the November 4, 2021 order: (a) denial of reargument is not appealable, and (b) the defendant’s appendix was inadequate to permit review of the renewal/sanctions issues, requiring dismissal.
• Awarded one bill of costs to the plaintiff.

Central holdings include:

• Civil contempt requires violation of a lawful order that clearly and unequivocally mandates specific conduct. The May 2020 appraisal directive lacked a valuation date and the plaintiff sought clarification; therefore, no civil contempt.
• Attachment under CPLR 6201(3) demands evidentiary proof of intent to defraud or frustrate judgment; mere movement, assignment, or use of property is insufficient. The defendant made no such evidentiary showing.
• Joinder of a nonparty requires an asserted right to relief against that party; none was pleaded as to Grand Stairs.
• Appeal from denial of reargument does not lie, and appellate courts may dismiss where an appellant’s appendix omits critical motion papers, inhibiting informed review.

Analysis

Precedents Cited and Their Influence

• Matter of Marotta v. Marotta, 218 AD3d 468: Confirms that civil contempt determinations rest within the motion court’s sound discretion. The Second Department applied that deferential standard in affirming the denial of contempt.
• Perrone v. Perrone, 229 AD3d 816: Articulates the clear-and-convincing elements for civil contempt under Judiciary Law § 753(A)(3), including the “lawful order, clearly expressing an unequivocal mandate” requirement and prejudice. The court relied on this to find the May 2020 order equivocal due to the missing valuation date.
• El-Dehdan v. El-Dehdan, 26 NY3d 19: Court of Appeals authority on civil contempt’s elements and clear-and-convincing burden. It anchors the Second Department’s analysis of what counts as an “unequivocal mandate.”
• Gerelli Ins. Agency, Inc. v. Gerelli, 23 AD3d 341: Illustrates that ambiguity in an order undercuts contempt; used to support the conclusion that lack of a specified valuation date rendered the directive nonunequivocal.
• Brooke Realty-Dupont v. SBC Equip. Leasing Co., 248 AD2d 347: Stands for the proposition that joinder requires an asserted right to relief against the proposed party. The court applied this to reject joinder of Grand Stairs.
• Computer Strategies v. Commodore Bus. Machs., 105 AD2d 167: Frequently cited for the principle that “mere removal or assignment or other disposition of property is not grounds for attachment” absent proof of fraudulent intent. The court employed this rule to deny attachment.
• Deutsch v. Grunwald, 165 AD3d 1035, and 651 Bay St., LLC v. Discenza, 189 AD3d 952: Appellate Division cases confirming that attachment requires evidence of intent to defraud or frustrate enforcement and showing probability of success under CPLR 6212(a). Applied to conclude the defendant’s evidentiary showing was lacking.
• Goldstein v. Khurshid, 215 AD3d 926: Reinforces that no appeal lies from an order denying reargument. Basis for dismissing part of the November 2021 appeal.
• Ravasio v. La Pata, 216 AD3d 686; U.S. Bank Trust, N.A. v. Green-Stevenson, 208 AD3d 1202; Trimarco v. Data Treasury Corp., 146 AD3d 1004; Skalska v. Grubeki, 201 AD3d 764: These decisions collectively require that an appendix contain all papers necessary to permit review, and that inadequacy can warrant dismissal. They supported dismissal of the remaining portion of the November 2021 appeal.

Legal Reasoning

Civil Contempt: An Order Must Contain an Unequivocal Mandate

Civil contempt under Judiciary Law § 753(A)(3) requires clear and convincing proof that: (1) a lawful order containing a clear, unequivocal mandate was in effect; (2) the party had knowledge of the order; (3) the party disobeyed it; and (4) the movant suffered prejudice. The court concluded the May 2020 order—though setting appraiser-selection timelines—did not specify a valuation date for the appraisals. The plaintiff sought clarification on that precise issue. Absent this critical specification, the order lacked the requisite clarity and precision to underpin contempt. The trial court’s discretion to deny contempt was therefore “providently exercised.”

Key insight: In valuation-driven corporate disputes, omission of a valuation date is not a mere technicality; it can render an appraisal directive insufficiently specific for contempt purposes. Seeking clarification, rather than unilateral action, is not contemptuous noncompliance.

Joinder of Grand Stairs Corp.: No Right to Relief Asserted

Under CPLR 1002(b), a party may join additional defendants only where a right to relief is asserted against them, typically arising from the same transaction or occurrence. The defendant sought to add Grand Stairs but did not articulate any affirmative relief sought against that entity. The court therefore properly denied joinder. The ruling underscores that joinder is not a discovery shortcut or a means to police third-party conduct absent substantive claims.

Order of Attachment: No Evidentiary Showing of Fraudulent Intent

Attachment is an extraordinary provisional remedy. To obtain it under CPLR 6201(3), a movant must submit affidavits and written proof sufficient to show:

• A cognizable cause of action;
• Probability of success on the merits (CPLR 6212[a]);
• A statutory ground—here, intent to defraud creditors or frustrate enforcement by assigning, secreting, or removing property;
• That the amount demanded exceeds known counterclaims.

The Second Department reiterated that “mere removal or assignment or other disposition of property is not grounds for attachment.” The defendant offered no evidence of fraudulent intent by the plaintiff regarding the corporation’s assets or impending acts to frustrate judgment. Without such proof, attachment was rightly denied.

Reargument, Renewal, and Appendix Adequacy on Appeal

Two appellate practice points drove the disposition of the November 2021 appeal:

• No appeal lies from an order denying reargument. That portion of the appeal was dismissed.
• When proceeding by the appendix method, the appellant must include all papers necessary for informed review of the issues raised (22 NYCRR 1250.7[d][1]; CPLR 5528[a][5]). The defendant’s appendix omitted his prior renewal/reargument motion papers and exhibits, impeding meaningful review. The court dismissed the remaining aspects of the appeal on that ground.

These holdings reaffirm that appellate relief can be foreclosed by procedural missteps even when substantive arguments might exist.

Sanctions (22 NYCRR 130-1.1)

Although the decision references the defendant’s request to sanction the plaintiff and his counsel, the Appellate Division affirmed the denial. The opinion does not detail independent sanctionable conduct by the plaintiff or his counsel. The outcome reflects the general principle that sanctions remain discretionary and are inappropriate where the underlying motion lacks merit or is premised on unsettled or ambiguous directives.

Impact and Practical Implications

For Corporate Dissolution and Valuation Disputes

• Precision in valuation directives matters. Courts and counsel must specify the valuation date and mechanics in orders compelling appraisals. Ambiguities undermine enforcement and may preclude contempt remedies.
• Seeking clarification can be a protective step. Parties confronted with ambiguous directives should promptly seek clarification; doing so can defeat efforts to hold them in contempt.
• Settlement enforcement depends on operational clarity. When settlements require appraisals and staged buyout options, directions should include appraiser-selection procedures, scope (business and equipment), valuation date, access rights, and cost allocation to prevent enforcement gridlock.

For Provisional Remedies

• Attachment demands more than suspicion. Movants must marshal affidavits and documents evidencing intent to defraud or frustrate execution. Mere asset transfers, intercompany movements, or business operations at related entities will not suffice.
• Link facts to CPLR 6201(3) elements. Identify specific property, timing, counterparties, and badges of fraud (e.g., insider transfers for inadequate consideration) to meet the evidentiary threshold.

For Joinder Strategy

• Plead a claim or don’t join. A proposed defendant cannot be added simply to widen discovery or secure leverage; the moving party must assert a right to relief against that entity under CPLR 1002(b).

For Appellate Practice

• Know what is appealable. Orders denying reargument are not appealable; frame relief as renewal where appropriate and preserve grounds accordingly.
• Build a complete appendix. When using the appendix method, include all motion papers, exhibits, and relevant orders. Incompleteness can be fatal to an appeal.

Complex Concepts Simplified

• Civil contempt (Judiciary Law § 753[A][3]): A coercive remedy to enforce compliance with a court order. Requires a clear, unambiguous directive, knowledge, disobedience, and prejudice, proven by clear and convincing evidence.
• “Unequivocal mandate”: The order must state exactly what must be done or not done, without ambiguity. Missing critical terms—like a valuation date in an appraisal directive—can render it nonunequivocal.
• Order of attachment (CPLR 6201, 6212): A provisional seizure of property to secure potential judgment. Requires a cause of action, likelihood of success, a statutory ground (e.g., intent to defraud), and that the claim exceeds known counterclaims.
• Badges of fraud: Circumstances suggesting fraudulent intent (e.g., insider transfers, secrecy, inadequate consideration, insolvency) often used to establish CPLR 6201(3) grounds.
• Permissive joinder (CPLR 1002[b]): Adding defendants is permitted only if the movant asserts a substantive right to relief against them tied to the same transaction or occurrence.
• Reargument vs. Renewal: Reargument asks the court to reconsider based on matters previously submitted; denial is not appealable. Renewal relies on new facts or changes in the law that could change the outcome and is appealable if properly presented.
• Appendix method (22 NYCRR 1250.7[d][1]): An appellate filer may submit an appendix instead of the full record, but it must contain all papers necessary for the court to review the issues raised. Inadequacy can lead to dismissal.

Conclusion

Baran v. Mechel offers a pointed reminder that enforcement tools are only as strong as the clarity of the orders they rest upon. The Second Department’s refusal to impose civil contempt where an appraisal order omitted a valuation date underscores that an “unequivocal mandate” requires precision, especially in corporate valuation contexts. Its denial of attachment reiterates the strict evidentiary threshold for showing fraudulent intent under CPLR 6201(3). The joinder ruling enforces the basic requirement to plead a right to relief against proposed parties. And the appellate disposition highlights perennial practice lessons: denial of reargument is not appealable, and an inadequate appendix can doom an appeal.

For practitioners, the decision is both cautionary and instructive: draft detailed appraisal directives; move promptly for clarification of ambiguities; substantiate allegations of fraudulent dissipation before seeking attachment; plead substantive claims against any entity you seek to join; and perfect appeals with complete appendices. Collectively, these principles promote fair, orderly resolution of shareholder disputes and ensure that appellate courts can reach the merits when asked to do so.