Haji-Georgi v Wishner
Attorneys and Parties
Brief Summary
Successor liability in health care mergers and acquisitions for pre-acquisition torts, in the context of Adult Survivors Act (ASA) revival claims.
The Supreme Court, Suffolk County, denied the New York University (NYU) defendants’ motion to dismiss under Civil Practice Law and Rules (CPLR) 3211(a)(1) [dismissal based on documentary evidence that utterly refutes the complaint].
The denial of the motion to dismiss as to the NYU defendants was reversed; the complaint against them was dismissed.
Documentary evidence conclusively refuted successor-liability allegations: no express or implied assumption of Huntington Medical Group, P.C.’s tort liabilities; no consolidation or merger; the seller entity survived (no mere continuation); and no de facto merger—thus no Schumacher exception applied. The ASA claim under CPLR 214-j could not impose liability absent a valid successor-liability theory.
Background
In 2023, Demetra Haji-Georgi and her husband (derivative) sued alleging that in 2005 Dr. Steven G. Wishner, then employed by Huntington Medical Group, P.C. (HMG), forcibly touched and sexually abused her during a medical exam. Plaintiffs filed under the Adult Survivors Act (ASA) pursuant to CPLR 214-j [revival statute allowing adult survivors of sexual offenses to bring otherwise time-barred civil claims during a limited window]. They claimed New York University (NYU) Langone Huntington Medical Group and NYU Langone Health System were vicariously liable as successors because, sometime after 2005, NYU acquired or merged with HMG.
Lower Court Decision
By order dated January 14, 2025, the Supreme Court, Suffolk County (Panico, J.), denied the NYU defendants’ CPLR 3211(a) dismissal motion as to them, allowing the claims to proceed.
Appellate Division Reversal
Reversed, on the law, with costs. The Appellate Division granted the NYU defendants’ CPLR 3211(a)(1) motion, holding that unambiguous transactional documents established no express or implied assumption of HMG’s tort liabilities, no formal consolidation or merger, that HMG survived the transaction, and that de facto merger allegations were refuted (applying Schumacher’s successor-liability exceptions and citing related authorities, including Barth v Wishner, Aguilar v Wishner, and Steffens v Wishner).
Legal Significance
Reaffirms that, absent a Schumacher exception, an acquiring health system is not liable for a predecessor medical group’s pre-acquisition torts. Demonstrates that documentary evidence can defeat successor-liability pleadings at the outset under CPLR 3211(a)(1), even in Adult Survivors Act revival cases.
A buyer of a medical practice is not vicariously liable for the seller’s prior torts without clear assumption, merger, or de facto merger; robust deal documents can secure dismissal at the pleading stage under CPLR 3211(a)(1).