Is it the egos? The profits? The risk? The stress? The often poorly-done contracts? Some combination of all of the above? Hard to say, but real estate owners, law partners, and restaurateurs account for an oversized share of New York business divorce litigation.
This week, we’ll focus once again on business divorce among restaurateurs, an endless source of consumption on the blog (read some recent stories here, here, and here).
This one happens to have been all over the news: the business meltdown between acclaimed chef César Ramirez (“César”) and Moneer ‘Moe’ Issa (“Moe”), co-owners of the then-Three-Star Michelin Award restaurant Chef’s Table at Brooklyn Fare.
In 2023, fierce litigation erupted between Moe, César, and César’s wife, Adriana Rodriguez (“Adriana”), yielding an appellate decision two months ago partially affirming and partially modifying dismissal of several of Moe’s counterclaims against César.
Ramirez v Issa (245 AD3d 848 [2d Dept 2026]), and the papers leading up to it, tell quite the story. A while ago, Peter Sluka wrote about another aspect of the litigation: César and Adriana’s unsuccessful attempt to dissolve the business.
Originally, Moe was sole shareholder of Manhattan Fare Corp. (“Manhattan Fare”), the entity that owned and operated Chef’s Table at Brooklyn Fare.
In 2009, Moe hired César as Executive Chef and opened the restaurant in Manhattan. By all accounts, the restaurant thrived, earning a loyal clientele of sophisticated foodies, celebrities, and wealthy individuals, generating eye-popping profits. For more than a decade, as the business grew, César was just an employee.
In 2022, Moe agreed to dilute his 100% equity interest in the business to 50%, making César and Adriana each 25% shareholders, a transaction the three documented in a Stockholders Agreement.
In 2023, Moe fired César as Executive Chef and closed Chef’s Table at Brooklyn Fare while he looked for a replacement chef. Litigation instantly followed. The precise events leading to the firing are hotly disputed, and still unresolved, despite more than 30 motions in the lawsuit.
According to César and Adriana’s amended complaint, César “personally earned” the “celebrated Three Star Michelin Restaurant Award,” and his employment by Moe “was to be permanent and for as long as he and his wife were shareholders of Manhattan Fare.” They claimed a right to unpaid compensation of $12,757 per week for César, $2,000 per week for Adriana, plus 50% of the profits of the business.
César claimed his termination was “without cause, notice or justification, and without the required unanimous consent” required in the Stockholders Agreement. The only on-point provision I see is Article 3.4, requiring unanimity for any “material change in the nature of the business of the Company.”
César also alleged that Moe diverted $400,000 from Manhattan Fare’s account in the wake of César’s firing, defamed César, and had César and Adriana falsely arrested by the New York City Police Department in the presence of their children for alleged theft of property.
Moe’s countercomplaint told a very different story, accusing César and Adriana of “systematic fraud, breaches of fiduciary duty and outright theft, including theft of Chef’s Table’s cookware, plateware and proprietary customer list and social media accounts.” Moe wrote of César and Adriana’s “long-standing deception” and “corporate sabotage” designed to “inflict maximum economic and reputational damage” to “gain an unfair and undeserved advantage in establishing their own long-planned competing restaurant.”
Moe’s story went something like this. When he hired César in 2009, he “generously compensated” César, but with “each passing year,” César “demanded more and more compensation,” ultimately receiving, in just the first half of 2023 before his firing, over $1.3 million in profit distributions.
In 2018, César “demanded” Moe “sell him a residential condominium in Clinton Hill Brooklyn at a below-market price, promising in return to dedicate himself full-time to the success of Chef’s Table,” to which Moe reluctantly agreed.
In 2022, César “demanded” Moe make César and Adriana 50% shareholders, to which Moe “acceded,” “only to discover later” that César “fraudulently induced” Moe into signing the Stockholders Agreement when César “had no intention of honoring his fiduciary duties to the company or his various promises,” and was allegedly, at that same time, undertaking to “launch his own restaurant venture,” including “actively negotiating with landlords for possible Manhattan locations for his new restaurant” and “at the same time, sabotaging Manhattan Fare and Chef’s Table.”
As part of his “scheme,” César allegedly “stole company property,” defamed” Moe, and “enlisted company workers to injure Chef’s Table business and to coopt its social media accounts and its confidential proprietary customer list that took [Moe] over a decade to cultivate” with coveted “customer contact and financial information as well as individualized notes about each customer’s preferences and idiosyncrasies.” César also allegedly “tried to convince a head captain of the restaurant to leave Manhattan Fare and work for him in his competing restaurant . . . around the time that he was inducing [Moe] to sign the Stockholders Agreement.”
In the most lurid allegation, Moe wrote that César and Adriana “gained access” to the restaurant’s “computer customer-reservation system, a third-party proprietary system owned by OpenTable,” and “used their unauthorized access to the computer reservation system to make weeks’ worth of hundreds of fictitious reservations using false identities and then each day cancelled the false reservations at the last minute over the course of approximately two weeks causing Manhattan Fare hundreds of thousands of dollars in damages and lost profits.”
Moe alleged ten counterclaims, including some fairly uncommon ones for business divorce litigation:
- Fraudulent Inducement
- Breach of Fiduciary Duty
- Conversion
- Breach of Contract: Faithless Servant
- Breach of the Covenant of Good Faith and Fair Dealing
- Misappropriation of Trade Secrets
- Unfair Competition
- Violation of the Computer Fraud and Abuse Act
- Trespass Against Chattel
- Defamation
César and Adriana moved to dismiss, the motion court granted in part and denied in part their motion, and César and Adriana appealed. While the appeal was pending, César and Adriana sued to dissolve Manhattan Fare but failed.
Fast forward to January 2026. In the ensuing appellate decision, the Court affirmed dismissal of the first through third and fifth counterclaims for fraud, breach of fiduciary duty, conversion, and breach of the covenant of good faith and fair dealing as “based on the same allegations” as, and “duplicative” of, the fourth counterclaim for “breach of contract: faithless servant.”
But the court affirmed denial of dismissal of the fourth counterclaim, which the court described as an odd, hybrid “breach of contract based upon the faithless servant doctrine.”
The faithless servant doctrine applies when an employee-agent breaches their duty of loyalty owed to the employer-principal. Contrary to the plaintiffs’ contention, [Moe] sufficiently stated a cause of action to recover damages for breach of contract based upon the faithless servant doctrine, as [Moe] alleged that [César and Adriana] materially breached their employment agreements and their duty of loyalty to Manhattan Fare by . . . taking actions to lessen the quality of the restaurant, persuading employees of the restaurant to leave their employment and join . . . a new restaurant venture, and misappropriating a confidential customer list.
(citation modified).
The Court affirmed denial of dismissal the sixth counterclaim for misappropriation of trade secrets, writing:
The elements of a cause of action for misappropriation of trade secrets are: (1) possession of a trade secret; and (2) use of that trade secret by the defendant in breach of an agreement, confidential relationship or duty, or as a result of discovery by improper means. Here, [Moe] sufficiently alleged . . . possession of a trade secret, that [he] employed measures to keep the customer list confidential, and that [César and Adriana] improperly made use of the confidential customer list.
(citation modified).
The Court modified the grant of dismissal of the seventh counterclaim for unfair competition, writing:
Supreme Court should have denied [the] motion . . . to dismiss the seventh counterclaim, alleging unfair competition, as [Moe] alleged that [César and Adriana] engaged in unfair competition by . . . soliciting Manhattan Fare’s employees and misappropriating the confidential customer list to create a competitive business.
They say all’s fair in love and war. Not quite.
Misappropriation of a treasured customer list of celebrities and high-end clientele from one of the most prominent restaurants in the world while a fiduciary of a business as a means to try to launch a competing business is a pretty strong setup for a claim of faithless servant, misappropriation of trade secrets, unfair competition, and any number of other potential business torts.
Add in the countercomplaint’s allegations of hacking into the restaurant reservation system, falsely booking, then cancelling reservations at the last minute, and you’ve got a compelling case for potentially hefty damages.
Of course, in a pleading, anyone can allege anything, true, false, or in between. Whether Moe’s allegations have any merit, or whether they’ll hold up under scrutiny, will have to play out over the course of the litigation, which has gone full steam ahead during the pendency of César and Adriana’s appeal.
In the meantime, César seems to have fulfilled his dream of opening his own restaurant, the eponymous, Two-Star Michelin Award restaurant César.