NYSA Series Trust v. Dessein

631 F. App'x 54
CourtCourt of Appeals for the Second Circuit
DecidedNovember 25, 2015
DocketNo. 15-626
StatusPublished
Cited by3 cases

This text of 631 F. App'x 54 (NYSA Series Trust v. Dessein) 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
NYSA Series Trust v. Dessein, 631 F. App'x 54 (2d Cir. 2015).

Opinion

SUMMARY ORDER

Plaintiffs-Appellants appeal from the dismissal of their claims against Defendants-Appellees under Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 78j(b); Rule 10b-5, 17 C.F.R. § 240.10b-5; and state law. The action arises out of Plaintiffs-Appellants’ purchase of debt securities in a private placement offering (the “Offering”) made by Defendant ESPSCO Syracuse, LLC (“ESPSCO”) to “accredited investors,” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, 17 C.F.R. § 230.501(a). Plaintiffs-Appellants allege that the informational materials included with the Offering (the “Offering Materials”) contained material misrepresentations that fraudulently induced them into making this investment. For the reasons that follow, we lack jurisdiction to entertain the appeal in the present circumstances, and we remand for further proceedings.

With exceptions not pertinent here, see 28 U.S.C. §§ 1292(a) and (b), this Court has jurisdiction over appeals only from decisions of the United States district courts that are “final.” 28 U.S.C. § 1291. A decision is “final” if it “conclusively determines the pending claims of all the parties to the litigation, leaving nothing for the court to do but execute its decision.” Citizens Accord, Inc. v. Town of Rochester, N.Y., 235 F.3d 126, 128 (2d Cir.2000). “An order that ... adjudicates the rights and liabilities of fewer than all of the remaining parties[] is not a final order unless the court directs the entry of a final judgment as to the dismissed claims or parties ‘upon an express determination that there is no just reason for delay.’ ” Id. (quoting Fed. R.Civ.P. 54(b)).

In the present case, Plaintiffs-Appellants’ complaint (“Complaint”) asserts claims not only against the individual defendants but also against defendant ESPS-CO. The individual defendants moved to dismiss the claims against them, and the District Court granted their motions. There is no indication in the record, however, that such a motion was made by ESPSCO, and although the order of the District Court from which Plaintiffs-Appellants appeal instructed the clerk of court to “close” the case, none of the rulings of the District Court addressed ESPSCO. At oral argument, Plaintiffs-Appellants informed us that ESPSCO has not responded to the Complaint, but that no default has been entered; no further proceedings have been held on their claims against ESPSCO, and the claims against ESPSCO remain pending. We note that [56]*56the District Court has not entered an order pursuant to Rule 54(b) certifying its dismissal of the complaint against the individual defendants for entry of a partial final judgment so as to permit an immediate appeal of that decision; nor do we mean to suggest that the District Court should do so.

In general, with respect to civil cases there is a “ ‘historic federal policy against piecemeal appeals.’ ” Curtiss-Wright Corp. v. General Electric Co., 446 U.S. 1, 8, 100 S.Ct. 1460, 64 L.Ed.2d 1 (1980) (“Curtiss-Wright”) (quoting Sears, Roebuck & Co. v. Mackey, 351 U.S. 427, 438, 76 S.Ct. 895, 100 L.Ed. 1297 (1956) (“Sears Roebuck”)). The exception provided by Rule 54(b) gives the district court authority to enter a final judgment as to fewer than all of the claims by or against a given party, or as to fewer than all of the parties in a multiparty litigation “only if the court expressly determines that there is no just reason for delay.” Fed.R.Civ.P. 54(b). This authority should “be exercised sparingly,” Harriscom Svenska AB v. Harris Corp., 947 F.2d 627, 629 (2d Cir.1991) (“Harriscom”), for the “district court must take into account” not only the equities involved but also “judicial administrative interests,” Curtiss-Wright, 446 U.S. at 8, 100 S.Ct. 1460. “[T]he standard against which a district court’s exercise of [its] discretion” in this regard “is to be judged is the ‘interest of sound judicial administration.’ ” Id. at 10, 100 S.Ct. 1460 (quoting Sears Roebuck, 351 U.S. at 437, 76 S.Ct. 895).

In the present case, all of the defendants are alleged to have engaged in the challenged conduct, see, e.g., Complaint ¶¶ 83, 93-96, and the Complaint asserts all six of Plaintiffs-Appellants’ causes of action against all of the defendants, see id. at pages 23-35. If the District Court were to certify the dismissals of the claims against the individual defendants for immediate appeal and were thereafter to proceed to dismiss the Complaint against ESPSCO on the same grounds as it dismissed the claims against the individual defendants, the appeals with regard to this case would require the attention of two panels of this Court.

Ultimately, the decision whether or not to enter a Rule 54(b) certification is “left to the sound judicial discretion of the district court. At the same time, ... ‘any abuse of that discretion remains reviewable by the Court of Appeals.’” Curtiss-Wright, 446 U.S. at 10, 100 S.Ct. 1460 (quoting Sears Roebuck, 351 U.S. at 437, 76 S.Ct. 895 (emphasis in Curtiss-Wright)). Thus, in order to facilitate meaningful appellate review, a district court’s order for entry of a partial final judgment “must be accompanied by a reasoned, even if brief, explanation of its conclusion.” O'Bert ex rel. Estate of O’Bert v. Vargo, 331 F.3d 29, 41 (2d Cir.2003). A statement by a district court only of its conclusion, in the language of the Rule, that “there is no just reason for delay,” unaccompanied by any explanation of the assessments that led to that conclusion, would be insufficiently explained. See, e.g., Harriscom, 947 F.2d at 630 (“Absent an explanation by the district court, we have no basis for conducting a meaningful review of the district court’s exercise of its discretion.”); National Bank of Washington v. Dolgov, 853 F.2d 57, 58-59 (2d Cir.1988) (given a certification that only tracked the language of Rule 54(b), without an explanation, dismissing the appeal for lack of appellate jurisdiction); Arlinghaus v. Ritenour, 543 F.2d 461, 463-64 (2d Cir.1976) (same); Cullen v. Margiotta, 618 F.2d 226, 228 (2d Cir.1980) (same); see also id. (a “unified” appeal “is particularly desirable where ...

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Bluebook (online)
631 F. App'x 54, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nysa-series-trust-v-dessein-ca2-2015.