The breach of contract alleged in the first cause of action was properly dismissed, since the transaction documents unambiguously called for the cancellation of the back-up manager provision upon the termination of the Management Agreement. Moreover, the third cause of action, for breach of implied duty of good faith and fair dealing, was redundant ( see Canstar v. Jones Constr. Co., 212 A.D.2d 452). As to that part of the sixth cause of action alleging conversion, there was no allegation that defendant had refused plaintiffs' demand for return of money allegedly owed them from the Cash Collateral account ( see Matter of White v. City of Mount Vernon, 221 A.D.2d 345). Inasmuch as the allegations of fraud and estoppel/waiver, in the fourth and fifth causes of action, were asserted unsuccessfully in the contemporaneous foreclosure action, plaintiffs are precluded from reasserting those issues herein, under the doctrine of collateral estoppel ( Allied Chem. v. Niagara Mohawk Power Corp., 72 N.Y.2d 271, cert denied 488 U.S. 1005; see also New York State Dam Ltd. Partnership v. Niagara Mohawk Power Corp., 222 A.D.2d 792, 794, lv dismissed, lv denied 87 N.Y.2d 1041).
THIS CONSTITUTES THE DECISION AND ORDER OF THE SUPREME COURT, APPELLATE DIVISION, FIRST DEPARTMENT.