The New York Court of Appeals affirmed an Appellate Division order favoring TPG Capital-New York and other defendants in a long-running corporate dispute, issuing a brief memorandum decision on Dec. 18, 2025.
The case, *Cortlandt St. Recovery Corp. v. Bonderman*, involved complex corporate structures and financial transactions that have been the subject of extensive litigation. The Court of Appeals issued its decision with costs awarded against the appellant, Wilmington Trust Company.
The parties in the case included Cortlandt Street Recovery Corp. as plaintiff, Wilmington Trust Company as appellant, and David Bonderman and TPG Capital-New York, Inc. among the defendants and respondents. Mark C. Zauderer represented the appellant, while Paul M. O'Connor III represented the respondents.
The Court of Appeals noted in its memorandum that it had previously addressed the underlying corporate structure and financial transactions in a 2018 decision, where it affirmed an Appellate Division order denying a motion to dismiss under CPLR 3211. The court indicated it presumed familiarity with those facts from the earlier proceeding.
According to the decision, nine entities associated with TPG Capital Management Group moved for summary judgment seeking dismissal of the complaint after the initial motion to dismiss was denied. The Supreme Court initially denied that summary judgment motion, but the Appellate Division reversed that portion of the Supreme Court's order in 2024.
The procedural history reveals a case that has wound its way through New York's court system over several years. The 2018 Court of Appeals decision in the same case, reported at 31 NY3d 30, dealt with the denial of the initial motion to dismiss. The subsequent summary judgment proceedings that led to this week's decision show the continued complexity of the underlying disputes.
The Appellate Division's 2024 reversal, reported at 226 AD3d 103, appears to have been favorable to the TPG defendants. The Court of Appeals' affirmance of that decision suggests agreement with the lower court's analysis of the claims against the TPG entities.
While the Court of Appeals decision was issued as a brief memorandum without extensive reasoning, the citation to the 2018 decision indicates the court's reliance on its previous analysis of the corporate structures and financial arrangements at the center of the litigation.
TPG Capital Management Group is a major private equity firm founded by David Bonderman and James Coulter. The firm has been involved in numerous high-profile transactions and investments across various industries. The specific nature of the corporate structures and financial transactions that gave rise to this litigation was not detailed in the current decision, though the court's reference to its 2018 opinion suggests the complexity of the arrangements.
The involvement of Wilmington Trust Company as appellant indicates the case likely involves trust structures or fiduciary arrangements, which are common in complex corporate transactions. Delaware-based Wilmington Trust has historically served as a trustee for various corporate structures.
The case appears to represent the type of complex commercial litigation that often arises from sophisticated financial transactions involving multiple entities and varying interests. The fact that the litigation has spanned several years and reached New York's highest court twice demonstrates the significance of the legal and financial issues involved.
The Court of Appeals' decision to affirm with costs suggests not only agreement with the Appellate Division's legal analysis but also confidence that the lower court's resolution was appropriate. Cost awards in appellate proceedings, while not uncommon, often signal judicial approval of the prevailing party's position.
For practitioners in corporate and commercial law, the case represents another example of how complex financial structures can generate protracted litigation. The case also demonstrates the importance of procedural strategy in commercial disputes, as the defendants ultimately prevailed on summary judgment after initially facing denial of their motion to dismiss.
The decision marks what appears to be a final resolution at the state court level for this particular dispute, barring any potential rehearing requests or other post-decision motions. The affirmance with costs provides a clear victory for the TPG entities and other respondents who have defended against the claims for several years.
While the Court of Appeals did not provide extensive reasoning in its memorandum decision, the outcome suggests the Appellate Division properly applied relevant law to the facts of the corporate and financial dispute. The case adds to the body of New York law addressing complex commercial transactions and the litigation that can arise from such arrangements.