Sejin Precision Industry Co. v. Citibank, N.A.

235 F. Supp. 3d 542, 2016 WL 9224991
CourtDistrict Court, S.D. New York
DecidedJune 26, 2016
Docket16 Civ. 6910 (JSR)
StatusPublished
Cited by8 cases

This text of 235 F. Supp. 3d 542 (Sejin Precision Industry Co. v. Citibank, N.A.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sejin Precision Industry Co. v. Citibank, N.A., 235 F. Supp. 3d 542, 2016 WL 9224991 (S.D.N.Y. 2016).

Opinion

MEMORÁNDUM ORDER

JED S. RAKOFF, United States District Judge.

In a bottom-line order dated November 4, 2016, the Court granted defendants’ motion to dismiss plaintiffs’ complaint in its entirety under Federal Rule of Civil Procedure 12(b)(6). This Memorandum Order explains the reasons for that ruling and directs the entry of final judgment dismissing the case.

The Complaint alleges' the following facts relevant to this motion. Plaintiffs— Sejin Precision Industry Co., Ltd. (“Se-jin”); Mtekvision Co., Ltd. (“Mtek”); Sungjin Textile Industry Co., Ltd. (“Sungjin”); Samhwan Steel Co., Ltd. (“Samhwan”); -Techno Electronics Co., Ltd. (“Techno”); and II Shin Spinning Co., Ltd. (“II Shin”)—are six South. Korean manufacturers who export their, products. Compl. ¶¶ 10-15, .33-37, ECF No. 1, They receive payment for their goods in various currencies, including U.S. dollars (or “USD”), and exchange those currencies for [547]*547Korean won (or “KRW”). They therefore bear the risk arising from fluctuations in the USD-KRW exchange rate: if, after they have negotiated a specific payment in dollars but before they can exchange those dollars for won, the dollar depreciates relative to the won, they will suffer a loss. Compl. ¶ 44. In order to hedge against this risk, some Korean exporters have used “forward contracts,” under which they agree to exchange a certain quantity of dollars for a certain quantity of won at a set date in the future. Compl. ¶ 45.

In 2005, non-party Citibank Korea, Inc. (“CKI”), a subsidiary of defendant Citigroup, Inc. (“Citigroup”), Compl. ¶21, introduced a new financial product called a “KIKO,” whose name is an acronym for “knock-in, knock-out.” Compl. ¶48. In a KIKO transaction, both counterparties— CKI and the purchaser—receive options to exchange currency. The purchaser receives an option to exchange a specified quantity of won for a specified quantity of dollars on a fixed date, provided that the dollar depreciates relative to the won to a certain extent. Compl. ¶¶ 114,126. However, if the dollar depreciates even further to a specified point known as the “knock-out” price, the purchaser loses the ability to exercise its option. Compl. ¶ 115. If, on the other hand, the dollar appreciates against the won and reaches a value known as the “knock-in” price, CKI can then exercise its option to exchange the currencies. Compl. ¶116.

Two features of the KIKO entailed that CKI stood to benefit more from fluctuations in the exchange rate than the purchaser did. First, unlike the purchaser’s options, there was no “knock-out” price applicable to the option held by CKI. Compl. ¶ 117. Second, the KIKO contracts allowed CKI, when exercising its option, to exchange twice as much currency as the purchaser could under its option. Compl. ¶ 146. In other words, CKI was protected against, and, indeed, stood to profit by all but moderate changes in the exchange rate.1

[548]*548Plaintiffs allege that Citigroup—in coordination with its co-defendants and subsidiaries Citibank, N.A. (“Citibank”); Citibank Overseas Investment Corporation; Citicorp Holdings, Inc.; and Citigroup Global Markets, Inc.—designed the KIKO and directed the marketing of KIKOs to unsophisticated small- and medium-sized businesses in emerging markets in Asia and Latin America through subsidiaries such as CKI. Compl. ¶¶ 52-55. Between November 2004 and March 2008, CKI entered into multiple KIKO contracts with each plaintiff. See Compl. ¶¶ 633, 669, 704, 726, 786-87, 844, 862, 875, 916, 944, 960. In 2007, the dollar was worth between 900 and 950 KRW. Compl. ¶265. Then, in March 2008, the dollar began appreciating considerably, equaling 1000 KRW by May 2008 and more than 1400 KRW in October 2008. Compl. ¶¶ 269, 274. Plaintiffs therefore suffered losses when CKI exercised its options to exchange won for more valuable dollars. Plaintiffs’ alleged losses total $40, 450, 000. See Compl. ¶¶687, 751, 818, 869, 924, 973.

The thrust of plaintiffs’ claims is that CKI, acting at the direction of defendants, led plaintiffs to believe that the KIKOs were risk-free ways to hedge against fluctuations in the exchange rate, whereas in fact they subjected plaintiffs to substantial losses that accrued to OKI’s benefit. Specifically, plaintiffs allege that CKI made several misrepresentations, including that the KIKOs would serve as a hedge, Compl. ¶¶ 280-85, that the dollar would continue to appreciate relative to the won, Compl. ¶ 90, and that the KIKO transactions were “zero-cost,” Compl. ¶¶ 311-19. Plaintiffs also assert that CKI failed to disclose material information, including that OKI’s interests were contrary to plaintiffs’ interests, Compl. ¶ 345, that Citibank was taking a position with regard to the USD-KRW exchange rate that was contrary to plaintiffs’ position, Compl. ¶347, that CKI calculated the exchange rate, Compl. ¶353, and the magnitude of the potential losses that plaintiffs might face given extreme changes in the exchange rate, Compl. ¶ 354.

Plaintiffs also allege that CKI misled them in various other ways. According to plaintiffs, after negotiating the essential terms of a given KIKO deal, CKI sent them a document entitled “FX Options,” which described the details of the deal in Korean and which they believed was the operative contract for the KIKO deal. Compl. ¶¶ 106-110. However, plaintiffs allege that CKI then sent them a document in English entitled “FX Confirmation” that contained new terms, including previously unmentioned premiums and a disclaimer of any fiduciary relationship. Compl. ¶¶ 111-12; see, e.g., Compl. ¶¶ 986-87. Plaintiffs allege that they could not understand this agreement because it was in English but that CKI nonetheless treated it as the operative agreement. Compl. ¶ 222. Plaintiffs also allege that CKI, after it executed KIKO transactions with plaintiff, entered into “reverse” or “mirror image” transactions with Citibank (the “reverse transactions”), whereby CKI would transfer to Citibank its potential gains and liabilities from the KIKO transactions with plaintiffs, thus putting Citibank in an adverse position with regard to plaintiffs, but that CKI did not alert plaintiffs to the existence of these transactions. Compl. ¶ 173. Finally, plaintiffs allege that between 2004 and 2012, defendants manipulated the WM/Reuters Closing Spot Rates (the “WM/R Rates”), which are widely used benchmark rates for the exchange of currency, and that such manipulation affected the value of the won relative to the dollar. Compl. ¶¶ 595, 600, 605.

Plaintiffs initiated this action on September 2, 2016. See Compl. Their 267-page, 2320-paragraph Complaint contains 102 [549]*549counts, but they reduce to the same 17 claims asserted on behalf of each of the six plaintiffs. They include fraud in the execution, fraud in the inducement, negligence, breach of fiduciary duty, unjust enrichment, and recission.2 The parties agree that New York law applies to all of plaintiffs” claims.

To survive a Rule 12(b)(6) motion to dismiss, “a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that-is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)).

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235 F. Supp. 3d 542, 2016 WL 9224991, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sejin-precision-industry-co-v-citibank-na-nysd-2016.