We note that under the City HRL, a jury may infer from other evidence that a plaintiff's activity is in fact opposition to discrimination even where the plaintiff does "not say [so] in so many words" (see Albunio, 16 NY3d at 479). However, even under the City HRL, a complaint drafted by counsel that contains 269 numbered paragraphs without alleging even on information and belief that defendants knew or should have known that Fletcher was opposing discrimination when he spoke to them about the African-American shareholder who intended to renovate her bathroom fails to state a cause of action for retaliation.
Because the Dakota is a corporation, it owes no fiduciary duty to its shareholders (Peacock v Herald Sq. Loft Corp., 67 AD3d 442, 443 [2009]). Thus, although the Dakota sought to dismiss the first cause of action only to the extent it is based on defamation, we dismiss both the first and second causes of action in their entirety as against the Dakota, because the defectiveness of these claims is "apparent on the face of the record" (see American Bldg. Contrs. Assoc., Inc. v Mica & Wood Creations, LLC, 23 AD3d 322, 323 [2005] [internal quotation marks omitted]). Moreover, the dismissal is with prejudice.
As to Barnes and Nitze, they correctly argue that the first cause of action should be dismissed as against them because it fails to adequately plead violations of the individual directors' fiduciary duty (Brasseur v Speranza, 21 AD3d 297, 298 [2005]). However, since discovery may reveal such violations, the dismissal of the first cause of action as against them should be without prejudice.