Mex. Infrastructure Fin., LLC v. Corp. of Hamilton

MEXICO INFRASTRUCTURE FINANCE, LLC, Plaintiff, v. THE CORPORATION OF HAMILTON andTHE BANK OF NEW YORK MELLON., Defendants.

17-cv-6424 (VSB)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

August 7, 2020

OPINION & ORDER

Appearances:

Mark C. Zauderer

Craig S. Kesch

Grant Alan Shehigian

Flemming Zulack Williamson Zauderer LLP

New York, New York

Counsel for Plaintiff

Kenneth I. Schacter

Simon Chang

Elizabeth Irene Buechner

Morgan, Lewis & Bockius LLP

New York, New York

Counsel for Defendant The Corporation of Hamilton

Casey D. Laffey

Lonnie E. Klein

Reed Smith LLP

New York, New York

Tsedey A. Bogale

Morrison Cohen LLP

New York, New York

Counsel for Defendant The Bank of New York Mellon VERNON S. BRODERICK, United States District Judge:

Before me is Defendant The Bank of New York Mellon's ("BNYM") motion for judgment on the pleadings, (Docs. 76, 77), and Defendant The Corporation of Hamilton's ("Hamilton," and together with BNYM, "Defendants") motion for summary judgment and/or judgment on the pleadings, (Docs. 88, 89). For the following reasons, Defendants' motions are GRANTED IN PART and DENIED IN PART.

I. Background and Procedural History

I assume the parties' familiarity with the factual background of this case summarized in my motion to dismiss Opinion & Order dated March 14, 2019 ("MTD Order"). (See Doc. 50, at 2-5.) In that Opinion & Order, I denied Hamilton's motion to dismiss the complaint based on the doctrines of comity, forum non conveniens, res judicata, and collateral estoppel, and further denied BNYM's motion to dismiss Plaintiff's breach of contract and breach of fiduciary duty claims, but granted BNYM's motion to dismiss Plaintiff's gross negligence claim as duplicative of the breach of contract claim. (See generally Doc. 50.)

On April 18, 2019, Hamilton filed its answer to Plaintiff's complaint, (Doc. 56), and on May 3, 2019, BNYM filed its answer, (Doc. 61). On July 2, 2019, BNYM filed its motion for judgment on the pleadings, supported by a memorandum of law and a declaration. (Docs. 76-78.) On August 16, 2019, Plaintiff filed its memorandum of law in opposition to the motion, supported by a declaration. (Docs. 83-84.) Briefing on BNYM's motion for judgment on the pleadings was complete when BNYM filed a reply memorandum of law on September 16, 2019. (Doc. 85.)

On September 27, 2019, Hamilton filed its motion for summary judgment and/or judgment on the pleadings, supported by a memorandum of law, multiple declarations withexhibits, and a Local Rule 56.1 statement. (Docs. 88-92.) On December 20, 2019, Plaintiff filed its memorandum of law in opposition to Hamilton's motion, as well as declarations with exhibits, and its Local Rule 56.1 counterstatement. (Docs. 102-106.) Briefing on Hamilton's motion for summary judgment and/or judgment on the pleadings was complete when Hamilton filed a reply memorandum of law on February 14, 2020 supported by multiple declarations. (Docs. 111-115.) Hamilton filed a supplemental briefing letter on February 27, 2020, and BNYM filed a supplemental briefing letter on March 4, 2020. (See Docs. 118, 119.)

II. Legal Standards

A. Rule 12(c): Judgment on the Pleadings

Rule 12(c) provides that "[a]fter the pleadings are closed—but early enough not to delay trial—a party may move for judgment on the pleadings." Fed. R. Civ. P. 12(c). The standard for addressing a motion for judgment on the pleadings pursuant to Rule 12(c) is the same as the standard used in evaluating a motion to dismiss under Rule 12(b)(6). See, e.g., L-7 Designs, Inc. v. Old Navy, LLC, 647 F.3d 419, 429 (2d Cir. 2011); Bank of New York v. First Millennium, Inc., 607 F.3d 905, 922 (2d Cir. 2010). Thus, in deciding a motion for judgment on the pleadings, a district court "accept[s] all factual allegations in the complaint as true and draw[s] all reasonable inferences" in favor of the non-movant, First Millennium, Inc., 607 F.3d at 922, and to survive a motion pursuant to Rule 12(c), a complaint must "contain sufficient factual matter, accepted as true, to state a claim to relief that is plausible on its face," Hayden v. Paterson, 594 F.3d 150, 160 (2d Cir. 2010). Under Rule 12(c), a party is entitled to judgment on the pleadings "only if it has established that no material issue of fact remains to be resolved and that it is entitled to judgment as a matter of law." Juster Assocs. v. City of Rutland, 901 F.2d 266, 269 (2d Cir. 1990) (internal quotation marks omitted); see Sellers v. M.C. Floor Crafters, Inc., 842 F.2d 639,642 (2d Cir. 1988) (noting that judgment on the pleadings "is appropriate where material facts are undisputed and where a judgment on the merits is possible merely by considering the contents of the pleadings").

On a Rule 12(c) motion, "the court considers the complaint, the answer, any written documents attached to them, and any matter of which the court can take judicial notice for the factual background of the case." L-7 Designs, 647 F.3d at 422 (internal quotation marks omitted). The complaint is "deemed to include any written instrument attached to it as an exhibit, materials incorporated in it by reference, and documents that, although not incorporated by reference, are integral to the complaint." Id. (internal quotation marks omitted).¹

B. Rule 56(a): Summary Judgment

Summary judgment is appropriate when "there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law." Fay v. Oxford Health Plan, 287 F.3d 96, 103 (2d Cir. 2002); see Fed. R. Civ. P. 56(a). "[T]he dispute about a material fact is 'genuine[ ]'. . . if the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). A fact is "material" if it "might affect the outcome of the suit under the governing law," and "[f]actualdisputes that are irrelevant or unnecessary will not be counted." Id. at 248.

On a motion for summary judgment, the moving party bears the initial burden of establishing that no genuine factual dispute exists, and, if satisfied, the burden shifts to the nonmoving party to "set forth specific facts showing that there is a genuine issue for trial," id. at 256 (citation omitted), and to present such evidence that would allow a jury to find in his favor, see Graham v. Long Island R.R., 230 F.3d 34, 38 (2d Cir. 2000). To defeat a summary judgment motion, the nonmoving party "must do more than simply show that there is some metaphysical doubt as to the material facts." Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). "A party asserting that a fact cannot be or is genuinely disputed must support the assertion by . . . citing to particular parts of materials in the record, including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials . . . ." Fed. R. Civ. P. 56(c)(1)(A). In the event that "a party fails . . . to properly address another party's assertion of fact as required by Rule 56(c), the court may," among other things, "consider the fact undisputed for purposes of the motion" or "grant summary judgment if the motion and supporting materials—including the facts considered undisputed—show that the movant is entitled to it." Fed. R. Civ. P. 56(e)(2), (3).

Finally, in considering a summary judgment motion, a court must "view the evidence in the light most favorable to the nonmoving party and draw all reasonable inferences in its favor, and may grant summary judgment only when no reasonable trier of fact could find in favor of the nonmoving party." Allen v. Coughlin, 64 F.3d 77, 79 (2d Cir. 1995) (citations and internal quotation marks omitted); see also Matsushita, 475 U.S. at 587. "[I]f there is any evidence in the record that could reasonably support a jury's verdict for the non-moving party," summaryjudgment must be denied. Marvel Characters, Inc. v. Simon, 310 F.3d 280, 286 (2d Cir. 2002). Nevertheless, "a plaintiff must provide more than conclusory allegations to resist a motion for summary judgment." Holcomb v. Iona Coll., 521 F.3d 130, 137 (2d Cir. 2008). The ultimate inquiry is "whether the evidence can reasonably support a verdict in plaintiff's favor." James v. N.Y. Racing Ass'n, 233 F.3d 149, 157 (2d Cir. 2000).

III. Discussion

A. BNYM's Motion

1. Contract Ambiguity

In my MTD Order, I concluded that the "joint written notice" clause in the parties' Escrow Agreement²—which established a precondition for the disbursement of Plaintiff's loan to non-party Par-La-Ville Hotel and Residences, Ltd.—was ambiguous, and accordingly denied BNYM's motion to dismiss Plaintiff's breach of contract claim. (See MTD Order 20-22.) As part of that finding, I noted that "[c]ontract language is ambiguous when it is 'capable of more than one meaning when viewed objectively by a reasonably intelligent person who has examined the context of the entire integrated agreement and who is cognizant of the customs, practices, usages and terminology as generally understood in the particular trade or business.'" (Id. at 21 (quoting Bank of N.Y. Trust, N.A. v. Franklin Advisors, Inc., 522 F. Supp. 2d 632, 635 (S.D.N.Y. 2007) (quoting Seiden Assoc. v. ANC Holdings, Inc., 959 F.2d 425, 428 (2d Cir. 1992)))). I "examined the Escrow Agreement" pursuant to this standard, and rendered my conclusion that the "joint notice" provision "could require a single notice, submitted by both Hamilton and PLV, or separate notices submitted by each of them," only after considering the relevant contractlanguage in its entirety. (MTD Order 20-22.)

BNYM now argues that my MTD Order did not resolve "whether the Escrow Agreement otherwise contemplates receipt of two notices in satisfaction of the joint written notice requirement." (Doc. 77, at 9-10.) The basis for BNYM's argument is that section I, paragraph 3.4 of the Escrow Agreement required...