Order unanimously affirmed without costs. Memorandum: Supreme Court properly denied plaintiffs' cross motion for leave to serve a second amended complaint and for an order vacating the note of issue. The application for leave to amend was made more than two years after filing of the note of issue, the proposed amendment was based upon factual circumstances known at the time the action was commenced in 1984, and plaintiffs have failed to show a reasonable excuse for their inordinate delay in moving to amend (see, Pellegrino v New York City Tr. Auth., 177 A.D.2d 554, 557, lv denied 80 N.Y.2d 760; Balport Constr. Co. v New York Tel. Co., 134 A.D.2d 309, 311-312; City of Watertown v Roy, 73 A.D.2d 832, 833). Moreover, given defendants' cooperation in providing plaintiffs with relevant documents, plaintiffs failed to particularize a need for further discovery that would justify vacating the note of issue at this late stage of the litigation.
It is settled law that "absent fraud, collusion, malicious acts or other special circumstances, an attorney is not liable to third parties not in privity for harm caused by professional negligence" (Viscardi v Lerner, 125 A.D.2d 662, 663-664; see also, Harder v Arthur F. McGinn, Jr., P.C., 89 A.D.2d 732, 733, affd 58 N.Y.2d 663; Calamari v Grace, 98 A.D.2d 74, 79). Plaintiffs, as shareholders, were not in privity by reason of defendant law firm's representation of the corporation or its President. Further, plaintiffs have failed to allege facts or to submit material in evidentiary form warranting a trial on the issues of fraud, collusion or malicious conduct.