Mitchell Jed Geller

Mitchell J. Geller is an attorney in the Litigation Practice Group of Holland & Knight's New York office. His practice focuses on commercial, corporate, real estate and estate litigation, including contract disputes, indemnity claims, misrepresentation and fraud claims, antitrust and securities litigation, professional malpractice claims, and trade secret and restrictive covenant disputes. Mr. Geller has particular experience in breach of loan commitment and lender liability cases, issues of "fair value" under Section 1118 of the New York Business Corporation Law, contractual indemnity claims arising from the acquisition or sale of companies, partnership and shareholder disputes, antitrust matters and issues arising from law firm dissolutions. Prior to joining Holland & Knight, Mr. Geller was a litigation partner at Gilbert, Segall and Young LLP and Shea & Gould.

Mr. Geller represents clients primarily in the federal and state courts in New York. Of particular significance, Mr. Geller represented Teachers Insurance and Annuity Association of America (TIAA) in its state and federal actions against Olympia & York arising out of Olympia & York's anticipatory breach of loan commitment agreements. He obtained an $80 million judgment in favor of TIAA against Olympia & York.

Mr. Geller was trial counsel and appellate counsel for a shareholder who exercised her right under Business Corporation Law § 1118 to purchase at "fair value" the stock of the shareholder who sought dissolution of two closely held real estate holding corporations. In Giaimo v. Vitale, 101 A.D.3d 523, 956 N.Y.S.2d 41 (1st Dep't 2012), the Appellate Division held that "fair value" of the stock required a 16 percent discount for lack of marketability against all of the assets of the closely held corporations and a deduction of 50 percent of the built-in capital gains taxes (approximately $40 million) embedded in the real estate owned by the closely held "C" corporations.

Mr. Geller also has a wealth of experience in the enforcement of foreign judgments. Most recently, in Batbrothers LLC v. Paushok, 172 A.D.3d 529 (1st Dep't 2019), where Mr. Geller was trial counsel and appellate counsel for Batbrothers LLC, the Appellate Division unanimously affirmed the Supreme Court's Order granting summary judgment recognizing and enforcing a $25 million Russian Judgment entered in 2011 against Paushok. The Appellate Division reaffirmed the principle that a judgment debtor cannot challenge the merits of the underlying foreign judgment because a proceeding under Civil Practice Law & Rules (CPLR) Article 53 "is limited to the 'ministerial function of recognizing the foreign country money judgment and converting it into a New York judgment.' "

Other representative cases include the following:

• Batbrothers LLC v. Paushok, 172 A.D.3d 529 (1st Dep't 2019) (affirmance of dismissal on motion of counterclaims for abuse of process and intentional infliction of emotional distress against Batbrothers seeking damages of $110 million)
• S.O. Textiles v. A&E Products Group and Tyco International Ltd., 18 F.Supp.2d 232 (E.D.N.Y. 1998) (successful defense of action involving alleged antitrust violations under the Sherman Act and the Clayton Act, breach of contract, fraud and tortious interference with contract claims)
• Chase Manhattan Bank, individually and as Agent for the Lenders v. RSR Corp. (Supreme Court, New York Co, March 15, 2002) (summary judgment awarded to lenders on monies owed by borrowers under $20 million Credit Agreement)
• Excel Realty Advisors, L.P. v. SCP Capital, Inc., 101 A.D.3d 669, 955 N.Y.S.2d 168 (2d Dep't 2012) (affirmance of dismissal of New York real estate broker's $1 million claim as barred by Florida and Texas law under choice of law analysis)
• Gazpombank v. Karpov, 2018 WL 555439 (Sup. Ct. New York Co. Jan. 25, 2018) (summary judgment granted under CPLR Article 53 on $8 million Swiss Judgment)
• Volo Logistics, LLC v. Varig Logistica, S.A., 51 A.D.3d 554, 859 N.Y.S.2d 127 (1st Dep't 2008) (Appellate Division reversed lower court order and held that claims were subject to arbitration provision)
• Matter of EGA, Associates, Inc., Matter of First Ave. Village Corp. (Sup. Ct. New York Co. 2008) (court denied petitioner's demand for bond of $50 million in "fair value" proceedings)
• Goldwasser v. Geller, 279 A.D.2d 297, 718 N.Y.S.2d 349 (1st Dep't 2001) (dismissal after trial of claims for contractual indemnity and common law indemnity)
• Mandel v. Grunfeld, 138 A.D.2d 982, 526 N.Y.S.2d 875 (1st Dep't 1988) (dismissal after trial of plaintiff's claims arising from dissolution of law partnership)
• Westchester Religious Institute v. Kamerman, 262 A.D.2d 131, 691 N.Y.S.2d 502 (1st Dep't 1999) (nonprofit organization entitled to accounting by former officers and trustees for 20-year period of their tenure)
• Vacco v. Apollo Theatre Foundation (defended Apollo Theatre Foundation in investigation brought by New York State Attorney General)
• PB Constructors, Inc. v. IdleAire Technologies Corp. (Sup. Ct. New York Co. 2007) (court held that broad arbitration provision required arbitration of all claims and stayed claims of non-signatory pending the outcome of arbitration)
• Potomac Realty Capital LLC v. Sagamore Fund 1, LLC (Sup. Ct. Westchester Co. 2009) (summary judgment denied to real estate lender in foreclosure proceeding on grounds that borrower raised triable issues of fact regarding the good faith and reasonableness of the lender in declaring a default)
• Matter of Edward P. Giaimo, Jr. (Surrogate's Ct. Westchester Co. 2011) (denial of motion to suspend letter testamentary to fiduciary)

Mr. Geller was Articles Editor of the Environmental Affairs Law Review at Boston College Law School.