Christine Falls Corp. v. U.S. Bank National Ass'n

546 F. App'x 13, 546 Fed. Appx. 13, 546 F. App’x 13, 2013 WL 5273078, 2013 U.S. App. LEXIS 19565
CourtCourt of Appeals for the Second Circuit
DecidedSeptember 19, 2013
DocketNo. 12-0768-cv
StatusPublished
Cited by2 cases

This text of 546 F. App'x 13 (Christine Falls Corp. v. U.S. Bank National Ass'n) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Christine Falls Corp. v. U.S. Bank National Ass'n, 546 F. App'x 13, 546 Fed. Appx. 13, 546 F. App’x 13, 2013 WL 5273078, 2013 U.S. App. LEXIS 19565 (2d Cir. 2013).

Opinion

SUMMARY ORDER

Petitioners-Appellants Christine Falls Corporation and Trafalgar Power (“Trafalgar”) appeal from an Amended Judgment entered on May 15, 2012, which incorporated a February 21, 2012 decision and order of the United States District Court for the Northern District of New York (Hurd, J.) granting summary judgment in favor of U.S. Bank National Association, FKA State Street Bank & Trust (“Bank”), on Trafalgar’s breach of fiduciary duty, breach of contract, and accounting claims; a September 17, 2009 summary order affirming the Magistrate Judge’s order striking Trafalgar’s jury trial demand; and a February 10, 2009 order dismissing Trafalgar’s tort claims.

The facts of this case are well known. The underlying events have been the subject of several consolidated actions, litigation has spanned more than a decade, and this is one of several appeals we have heard. We assume the parties’ familiarity with the background of this case and the issues on appeal.

We review the district court’s dismissal of claims on a motion to dismiss de novo, “accepting all factual allegations in the complaint as true, and drawing all reasonable inferences in the plaintiffs favor.” City of Pontiac Gen. Emps. Ret. Sys. v. MBIA, Inc., 637 F.3d 169, 173 (2d Cir.2011) (internal citations omitted). This Court reviews the district court’s grant of summary judgment de novo and will affirm where there are no genuine issues of material facts to be tried and where the facts warrant entry of summary judgment in the moving party’s favor as a matter of law. Velez v. Sanchez, 693 F.3d 308, 313-14 (2d Cir.2012).

1. Fiduciary Duty Claim

The district court granted the Bank summary judgment on Trafalgar’s breach of fiduciary duty claim because the undisputed facts demonstrate that the Bank did not owe Trafalgar a fiduciary duty. We conclude that this determination was correct and that in the absence of a fiduciary relationship between Trafalgar and the Bank, the district court correctly granted summary judgment as to this claim. See Biller Assocs. v. Peterken, 269 Conn. 716, 849 A.2d 847, 851 (2004).

Trafalgar recognizes that the Amended and Restated Collateral Trust Indenture (“Indenture”) does not provide that the Bank owes Trafalgar fiduciary duties. But as we have said before, “[ujnlike the ordinary trustee, who has historic common-law duties imposed beyond those in the trust agreement, an indenture trusteefs] ... duties and obligations are exclusively defined by the terms of the indenture agreement.” Meckel v. Cont’l Res. Co., 758 F.2d 811, 816 (2d Cir.1985). In this case, moreover, the Indenture itself expressly prohib[15]*15its implied duties in § 9.1(a)(i). See Indenture § 9.1(a)(1) (“[T]he Security Trustee undertakes to perform, and shall perform, such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Security Trustee.”). Section 9.1(e) makes this provision applicable to the entire Indenture.

Furthermore, even if we assume ar-guendo that implying fiduciary duties as to the Bank is permissible pursuant to Connecticut law, the relationship of these parties, based on undisputed record facts, does not give rise to fiduciary obligations. Fiduciary duties are implied under Connecticut law when there is a “unique degree of trust and confidence between the parties such that the defendants undertook to act primarily for the benefit of the plaintiff.” Hi-Ho Tower, Inc. v. ComTronics, Inc., 255 Conn. 20, 761 A.2d 1268, 1279-80 (2000) (internal quotation marks omitted).1 A business relationship is not sufficient to “implicate the duty of a fiduciary.” Id. at 1278. Only where one party is in “a relationship of dependency, or was under a specific duty to act for the benefit” of the other party, does a fiduciary relationship exist. Id. Where “the parties were either dealing at arm’s length, thereby lacking a relationship of dominance and dependence, or the parties were not engaged in a relationship of special trust and confidence,” a fiduciary duty does not exist. Id. at 1279.

The undisputed facts in this case show that the Bank and Trafalgar entered into a business transaction in which the Bank would serve as security trustee. Its obligations were negotiated with Trafalgar and the noteholders. There was no unique degree of trust between the Bank and Trafalgar pursuant to which the Bank would work primarily for Trafalgar’s benefit. Indeed, after an event of default, the Indenture provides that the Bank is to act exclusively for the benefit of the notehold-ers. Trafalgar’s contention that it was owed fiduciary duties thus fails as a matter of law and the district court properly granted summary judgment as to Trafalgar’s breach of fiduciary duty claim. Cf. Golden W. Ref. v. Pricewaterhouse, 892 F.Supp.2d 407, 414 (D.Conn.2005) (granting summary judgment in the absence of facts “suggesting a relationship of special trust or dependence beyond the run-of-the-mill commercial reliance of one company on the services of another”).

In any event, Trafalgar’s breach of fiduciary duty claims are also time-barred. The limitation period in this case, where Trafalgar is seeking money damages, is three years, IDT Corp v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 132, 139, 879 N.Y.S.2d 355, 907 N.E.2d 268 (2009) (noting that the length of the statute of limitations is three years when the plaintiff seeks damages and six years when he asks for equitable relief), and begins to run when the “fiduciary openly repudiates the role.” Access Point Medical, LLC v. Mandell, 106 A.D.3d 40, 963 N.Y.S.2d 44,47 (2013). By late September 1999, it was readily apparent to Trafalgar that the Bank had openly repudiated whatever relationship of dependence that Trafalgar could claim to have existed when the Bank followed the noteholders’ instructions exclusively and took control of the funds to Trafalgar’s detriment as detailed below. This action was not filed until more than six years later.

2. Contract and Tort Claims

We further conclude that the district court properly dismissed Trafalgar’s [16]*16breach of contract and tort claims because these claims are barred by the statute of limitations and Trafalgar failed to raise a material issue of fact to the contrary.2 As to the contract claim, a six year statute of limitations governs, see N.Y. C.P.L.R. § 218(2), and the statute commences to run when the contract is breached. See, e.g., T & N PLC v. Fred S. James & Co., 29 F.3d 57, 60 (2d Cir.1994).

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546 F. App'x 13, 546 Fed. Appx. 13, 546 F. App’x 13, 2013 WL 5273078, 2013 U.S. App. LEXIS 19565, Counsel Stack Legal Research, https://law.counselstack.com/opinion/christine-falls-corp-v-us-bank-national-assn-ca2-2013.