25-907 The Retail Property Trust v. Nassau Cnty. Dep’t of Assessment
United States Court of Appeals For the Second Circuit
August Term 2025
Argued: March 19, 2026 Decided: August 6, 2026
No. 25-907
THE RETAIL PROPERTY TRUST,
Plaintiff-Appellant,
v.
NASSAU COUNTY DEPARTMENT OF ASSESSMENT, JAMES E. DAVIS, as Acting County Assessor, THE NASSAU COUNTY LEGISLATURE, THE COUNTY OF NASSAU,
Defendants-Appellees.
Appeal from the United States District Court for the Eastern District of New York No. 17-cv-2193, Joanna Seybert, Judge. Before: WESLEY, SULLIVAN, and MENASHI, Circuit Judges.
The Retail Property Trust (the “Trust”), which owns the Roosevelt Field Mall in Garden City, New York, appeals from the district court’s grant of summary judgment in favor of defendants Nassau County and its acting assessor, department of assessment, and legislature (collectively, “Defendants”) following the County’s imposition of a $4.8 million fine on the Trust for failing to report its financial data as mandated by the County’s Annual Statement of Income and Expenses (“ASIE”) Law, Nassau County Administrative Code § 6-30.0. The Trust argues that the ASIE Law – which requires commercial property owners to either share financial information with county assessors or pay a fine calculated as a percentage of the market value of the property – violates the Eighth Amendment’s Excessive Fines Clause, the Fourteenth Amendment’s Due Process Clause, and several state laws. The Trust also contends that the district court wrongly denied its motion to sanction Defendants for mischaracterizing both the usefulness of ASIE data once collected and the extent of the County’s data security protocols.
We agree with the district court (Seybert, J.) that the penalty imposed on the Trust was not constitutionally excessive, that the Trust received adequate procedural due process, and that the ASIE Law does not violate the Trust’s substantive-due-process rights. We also conclude that the district court did not abuse its discretion in declining to impose sanctions on Defendants. We therefore AFFIRM the district court’s judgment in full.
Judge Wesley concurs in a separate opinion.
AFFIRMED.
JAMES T. SMITH (Danielle B. Gatto, Forchelli Deegan Terrana LLP, Uniondale, NY; Lewis W. Schlossberg, Blank Rome LLP, Philadelphia, PA, on the brief), Blank Rome, Philadelphia, PA, for Plaintiff-Appellant.
JONATHAN A. SORKOWITZ (Alexander C. Haden, Withers Bergman LLP, New York, NY, on the brief),
2 Law Offices of Jonathan A. Sorkowitz, Chappaqua, NY, for Defendants-Appellees.
RICHARD J. SULLIVAN, Circuit Judge:
The Retail Property Trust (the “Trust”) appeals from the district court’s
(i) grant of summary judgment in favor of defendants Nassau County (the
“County”) and its acting assessor, department of assessment, and legislature
(collectively, “Defendants”) and (ii) denial of the Trust’s motion for sanctions. In
a nutshell, the Trust challenges the County’s ability to impose millions of dollars
of fines for failure to comply with the County’s Annual Statement of Income and
Expense (“ASIE”) Law, Nassau County Administrative Code § 6-30.0.
The ASIE Law requires commercial property owners either to share
financial information with county assessors, so that they can accurately determine
property values, or to pay a financial penalty, calculated as a percentage of the
market value of the property. After the Trust – which owns the Roosevelt Field
Shopping Mall in Garden City – failed to report its financial data as required by
the ASIE Law for two consecutive years, the County fined it approximately $4.8
million. In response, the Trust sued Defendants, alleging that the ASIE Law
violates the Eighth Amendment’s Excessive Fines Clause, the Fourteenth
3 Amendment’s Due Process Clause, and several state laws. It subsequently moved
for sanctions.
The district court rejected the Trust’s constitutional arguments, holding that
the penalty at issue was not excessive, that the Trust received adequate procedural
due process, and that the ASIE Law did not violate the Trust’s substantive-due-
process rights. It then denied the sanctions motion on the ground that the Trust
had simply identified immaterial factual disputes – not egregious dishonesty or
bad faith. Because we agree with the district court across the board, we affirm the
judgment in full.
I. BACKGROUND
The amount of tax that property owners pay generally depends on the value
of their property. In Nassau, county-level officials determine that value by
assessing properties. Most of the property taxes collected go to other
municipalities and taxing jurisdictions within the County. But if the County
overvalues a property, resulting in the overpayment of taxes by the property
owner to those various jurisdictions, the County alone is on the hook to refund the
owner. Such “tax certiorari refunds became a significant liability [for] the County,
costing approximately one hundred million dollars a year.” Sp. App’x at 87.
4 To make assessments as accurate as possible – and thus ease its tax-refund
burden – the County has long mandated that commercial property owners report
ASIE information. In the mid-1980s, the County gave this ASIE-reporting
requirement teeth: property owners who failed to provide their financial data
upon request were fined $500. But while enhanced enforcement and the
imposition of fines increased compliance with the reporting requirement, around
20% of property owners still refused to provide data.
In late 2013, the County updated the penalty structure of the ASIE Law,
replacing the $500 flat fee with “monetary penalties ranging from 0.25% . . . to
0.75% of the fair market value of the property,” depending on how long the
property owner took to comply. Id. at 89 (internal quotation marks omitted). The
new ASIE Law thus aims to “improve compliance” and “minimize assessment
errors” that “lead[] to refund liability.” Id. at 88–89.
Roosevelt Field is “the second-largest retail shopping mall in the State of
New York[,] with over 2 million square feet of gross leasable space.” J. App’x at
2619. The Trust received notice from the County of the new ASIE law.
Nevertheless, it did not submit the required ASIE statements for 2013 and 2014.
As a result, in 2016, the County informed the Trust that it was imposing $4,753,209
5 in civil penalties because of its failure to file ASIE statements for Roosevelt Field.
Id. at 2629–30.
The Trust denies that it received any preliminary letters providing it with
notice of the potential fine or an opportunity to cure or be heard as to its ASIE
delinquency, as required by the ASIE Law and County regulations. See Nassau
County Administrative Code § 6-30.0(f); Nassau County Department of
Assessment’s Rules for Income and Expense Statements § 4.0(a)(i), (ii). But once it
did receive notice of the fine, the Trust did not pursue any remedies under the ASIE
Law or challenge the fine by filing a petition in state court under Article 78 of New
York’s Civil Practice Law and Rules, N.Y. C.P.L.R. § 7803 (“Article 78”). Instead,
the Trust filed this action in federal court, alleging that Defendants had violated
the U.S. Constitution’s prohibition on excessive fines as well as its guarantees of
procedural and substantive due process. The Trust also asserted claims under the
New York State Constitution and Article 78.
After the close of discovery, both sides moved for summary judgment. The
Trust also moved for sanctions, arguing that witnesses for Defendants had
misleadingly described both the usefulness of the ASIE data and the County’s
data-security protocols. The district court referred all of these motions to
6 Magistrate Judge Anne Y. Shields, who recommended that the district court grant
Defendants’ motion for summary judgment and deny the Trust’s motion for
sanctions.
The district court agreed, concluding that (i) the fine was proportional to the
Trust’s offense; (ii) the Trust had received sufficient process because the
availability of an “Article 78 proceeding [wa]s adequate to protect” its rights,
J. App’x at 66 (internal quotation marks omitted); (iii) the ASIE Law did not violate
the Trust’s substantive-due-process rights because “[i]mproving the accuracy of
assessments [wa]s conceivably a rational basis for th[at] legislative action,” id. at
70; and (iv) Magistrate Judge Shields had “acted well within her discretion” in
denying the Trust’s sanctions motion, id. at 76. Finally, having knocked out all of
the Trust’s federal claims, the district court “decline[d] to exercise supplemental
jurisdiction” over the state-law claims, which it dismissed without prejudice. J.
App’x at 81; see 28 U.S.C. § 1367. The Trust timely appealed.
II. DISCUSSION
“We review de novo a district court’s decision to grant summary judgment,”
affirming only if, “construing the evidence in the light most favorable to the [non-
moving] party . . . and drawing all reasonable inferences in that party’s favor,” we
7 conclude that “there is no genuine dispute as to any material fact and the movant
is entitled to judgment as a matter of law.” Covington Specialty Ins. Co. v. Indian
Lookout Country Club, Inc., 62 F.4th 748, 752 (2d Cir. 2023) (internal quotation marks
omitted). 1 Meanwhile, “[w]e review the district court’s denial of sanctions for
abuse of discretion.” Kim v. Kimm, 884 F.3d 98, 106 (2d Cir. 2018).
A. The Trust’s Eighth Amendment Challenge Fails.
The Trust first contends that the ASIE penalty violated the Eighth
Amendment’s Excessive Fines Clause. We disagree.
The Eighth Amendment prohibits “excessive fines.” United States v. Viloski,
814 F.3d 104, 108 n.3 (2d Cir. 2016) (quoting U.S. Const. amend. VIII); see Timbs v.
Indiana, 586 U.S. 146, 150 (2019) (incorporating the Eighth Amendment against the
states). Because the parties here “do not dispute” that the ASIE penalty qualifies
as a fine, Defs.’ Br. at 29, the fate of the Trust’s claim depends entirely on whether
1 The parties dispute whether the district court should have reviewed the magistrate judge’s underlying report and recommendation de novo, instead of merely for clear error. We have recently explained that “[w]here a litigant’s objections take issue with a specific legal conclusion in the report and recommendation, they should be considered de novo, even if they repeat an argument raised before the magistrate judge.” Nambiar v. Cent. Orthopedic Grp., LLP, 158 F.4th 349, 361 (2d Cir. 2025) (internal quotation marks omitted). Regardless, for the reasons explained here, based on our own de novo review, we agree that Defendants were entitled to summary judgment. And because we review the district court’s decision de novo, any error by the district court as to the correct standard of review does not affect the disposition of this appeal. See Miller v. Brightstar Asia, Ltd., 43 F.4th 112, 121 (2d Cir. 2022).
8 (i) the Eighth Amendment protects corporate entities in the first place; and (ii) the
fine here was “excessive.” Viloski, 814 F.3d at 110 (citing United States v. Bajakajian,
524 U.S. 321, 334 (1998)).
1. The Eighth Amendment protects corporations.
While “not all constitutional protections apply to corporations,” such
entities “may [still] assert” a “wide variety of constitutional rights.” Consol. Edison
Co. of N.Y. v. Pataki, 292 F.3d 338, 346–48 (2d Cir. 2002). To distinguish between
those “rights that may be asserted by corporations and those that may not,” id. at
347, we must first determine whether the right at issue is a “purely personal
guarantee” that has been historically “limited to the protection of individuals” or
one that extends more broadly. First Nat'l Bank of Boston v. Bellotti, 435 U.S. 765,
778–79 n.14 (1978) (internal quotation marks omitted). To answer that question,
we consider the “nature, history, and purpose” of the asserted right. Consol. Ed.,
292 F.3d at 347.
Applying those factors here, we have little hesitation in concluding that the
Eighth Amendment shields corporations as well as individuals from excessive
fines. Indeed, we implied as much in Consolidated Edison, where we considered
whether Article I’s Bill of Attainder Clause protects corporations. See id. In
9 determining that it does, we compared that clause – which prohibits “law[s] that
legislatively determine[] guilt and inflict[] punishment upon . . . identifiable
individual[s],” id. (quoting Nixon v. Adm'r of Gen. Servs., 433 U.S. 425, 468 (1977)) –
to both the Excessive Fines Clause and the Fifth Amendment’s Takings Clause. Id.
at 348–49. We further explained that all of these constitutional provisions protect
corporations because they aim to prohibit “punitive confiscation of private
property,” which is a “type[] of punishment” that “may injure a corporation in the
same way it injures an individual.” Id.
In reaching that conclusion, we endorsed Justice O’Connor’s concurrence in
Browning-Ferris Industries of Vermont, Inc. v. Kelco Disposal, Inc., which “argu[ed]
that . . . [the] Excessive Fines Clause applies to corporations.” Id. (citing 492 U.S.
257, 284–85 (1989) (O’Connor, J., concurring in part and dissenting in part)). In
particular, Justice O’Connor explained that “[t]he payment of monetary penalties,
unlike the ability to remain silent, is something that a corporation can do as an
entity.” Browning-Ferris, 492 U.S. at 285. She further noted that the Supreme Court
has historically “reviewed fines and monetary penalties imposed on corporations”
and then concluded that “[i]f a corporation is protected by the Due Process Clause
from [inordinate penalties], it is also protected from such penalties by the
10 Excessive Fines Clause.” Id. By adopting this reasoning, Consolidated Edison
strongly suggested that the Excessive Fines Clause protects corporations. And in
more recent cases, we have simply assumed as much. See, e.g., New York v. United
Parcel Serv., Inc., 942 F.3d 554, 599 n.36 (2d Cir. 2019) (noting constitutional
“constrain[ts]” of Excessive Fines Clause in case involving corporate defendant).
Defendants ignore this precedent, pointing instead to loose generalities
about the clause’s historical purposes, which “include protecting a person’s
livelihood and protecting against political reprisals.” Defs.’ Br. at 27. But those
purposes come into play just as much for corporations – which may face political
persecution and which help guarantee the livelihoods of their employees and
investors. As we explained in Consolidated Edison, the Constitution’s “protection[s]
against targeted economic injury” are “fully applicable to corporations” because
“if [such] protections did not extend to corporations,” they “would be significantly
undermined for individuals.” 292 F.3d at 348. After all, “[w]hen a corporation
suffers an economic injury, its shareholders suffer the same economic injury.” Id.
We therefore hold that the Excessive Fines Clause shields both individuals and
11 corporations from “overbearing and oppressive monetary sanctions.” Browning-
Ferris, 492 U.S. at 285. 2
In his concurrence, Judge Wesley insists that because “we need not decide
th[e Eighth Amendment] issue to resolve this appeal,” we should “leave that
question for another day.” Concurrence at 1. But we do need to consider this issue
in some capacity, either by directly resolving it or assuming without deciding it.
See id. at 1 & n.1 (acknowledging that other courts have confronted the Eighth
Amendment question by “assum[ing] without deciding” its answer, not by simply
ignoring it). We therefore resolve this issue today and, in doing so, provide a final
answer for the benefit of uncertain district courts.
The concurrence offers several reasons why we should duck this issue, but
none of them is persuasive. First, the concurrence emphasizes that the magistrate
judge below did not answer the Eighth Amendment question because of “the
dearth of guidance on th[at]” issue. Id. at 1. The concurrence then urges us to do
the same. But a magistrate judge’s decision does not tie our hands, and the
concurrence’s overly deferential approach would establish a vicious cycle in which
2Other courts agree. See Colo. Dep’t of Labor & Emp. v. Dami Hosp., LLC, 2019 CO 47M, ¶¶ 21–26 (Colo. 2019) (en banc); Duling Enters., LLC v. Dep’t of Lab. & Indus., 35 Wash. App. 2d 192, 200 (2025).
12 (i) we refuse to provide guidance because a lower court has declined to reach an
issue; (ii) a future lower court sidesteps an identical issue precisely because of this
“dearth of guidance”; and (iii) we then again refuse to reach the issue on appeal.
Our job is to establish the precedent that the magistrate judge lacked here, not to
dodge important legal questions at all costs. After all, “[t]here is a difference
between judicial restraint and judicial abdication,” Citizens United v. FEC, 558 U.S.
310, 375 (2010) (Roberts, C.J., concurring), and it would be abdication rather than
restraint to sidestep a recurring question that is squarely presented in this appeal.
Indeed, as we have previously explained, we must “avoid restraint becoming
lethargy and efficiency mere avoidance.” Browning-Ferris Indus. of S. Jersey, Inc. v.
Muszynski, 899 F.2d 151, 159 (2d Cir. 1990); see also In re Petrobras Sec., 862 F.3d 250,
257 (2d Cir. 2017) (“taking . . . opportunity to clarify the scope of” doctrine
implicated by “threshold” issue).
Second, the concurrence contends that “the Trust is not a corporation but a
Massachusetts business trust.” Concurrence at 2. That is, however, a distinction
without a difference. See id. at 2 n.3 (conceding that “[t]here may not be any reason
to distinguish the Excessive Fines Clause’s applicability to corporations from its
applicability to Massachusetts business trusts”). The reasoning underlying our
13 holding applies equally to all business organizations for which “overbearing and
oppressive monetary sanctions” would harm shareholders, beneficiaries, or
similar parties in interest. Browning-Ferris, 492 U.S. at 285; see also In re McDonald,
205 F.3d 606, 612 (3d Cir. 2000) (“A court can choose among different holdings that
offer broader or narrower ways of resolving a dispute.”).
Third, the concurrence suggests, in passing, that this issue was “scarcely
briefed.” Concurrence at 2. But the record reflects that the parties actually briefed
this question at every stage of this litigation. See Defs.’ Br. at 17, 25–28; Reply Br.
at 7–8; J. App’x at 2173–74; id. at 2201–03; id. at 2787–88 n.6. When litigants plainly
contest a legal proposition, what matters is the quality of their arguments – not the
raw number of lines they use to make them.
Fourth, the concurrence relies on the majority opinion in Browning-Ferris to
reassert that (i) “we need not answer” the question of whether the Excessive Fines
Clause protects business entities because (ii) the fine here was not excessive.
Concurrence at 2–3 (quoting Browning-Ferris, 492 U.S. at 276 n.22 (majority
opinion)). But Browning-Ferris does not suggest that we must first analyze whether
a given fine is excessive before considering whether the Eighth Amendment
applies at all. On the contrary, the Supreme Court in Browning-Ferris did not
14 address whether the fine at issue was excessive and instead held that the Excessive
Fines Clause “does not constrain an award of money damages in a civil suit”
between private parties. 492 U.S. at 264.
In other words, the majority in Browning-Ferris resolved one initial issue
about the Eighth Amendment’s scope, without needing to answer other threshold
“questions that otherwise might be necessarily antecedent” parts of the analysis. Id. at
276 n.22 (emphasis added). For her part, Justice O’Connor determined that the
Eighth Amendment did apply to civil punitive damages, and she therefore
proceeded to the next “preliminary question[]” – i.e., whether “corporation[s] . . .
[are] protected by the Excessive Fines Clause.” Id. at 283 (O’Connor, J., concurring
in part and dissenting in part). Browning-Ferris thus cuts directly against the
concurrence’s theory: both the majority and the concurrence there focused on
threshold issues related to the Eighth Amendment’s breadth, rather than jumping
directly to the question of whether the fine at issue was excessive.
Finally, the concurrence argues that we must avoid resolving this “not . . .
uncomplicated” “constitutional question[].” Concurrence at 1 n.1, 3 (internal
quotation marks omitted). But it does not say what exactly is “complicated” about
the issue here, which our caselaw appears to answer clearly. Nor does the
15 concurrence explain why the “constitutional” dimension of this case is relevant; in
arguing that we must avoid even directly presented constitutional questions, the
concurrence relies on precedent where the Supreme Court considered resolving
“statutory claims” before reaching overlapping constitutional ones. See id. at 3
(citing Lyng v. Nw. Indian Cemetery Protective Ass'n, 485 U.S. 439, 446 (1988)). This
case, by contrast, tees up purely constitutional issues, including how far the Eighth
Amendment stretches. 3
We make one additional point: the concurrence appears to focus on
prudential concerns related to “judicial restraint.” Id. (internal quotation marks
omitted). But we do not think prudence requires us to depart from the logical
approach of addressing threshold questions before merits ones so as to “decide the
cases before us.” Id. (citing United States v. Rubin, 609 F.2d 51, 69 n.2 (2d Cir. 1979)
(Friendly, J., concurring)). Courts are often faced with “successive questions,” and
how to sequence that analysis “is within the broad discretion judges have in
constructing written opinions.” Spears v. Stewart, 283 F.3d 992, 1005 (9th Cir. 2002)
3 The concurrence also points to Camreta v. Greene, where the Supreme Court advised us against “turning small cases into large ones.” Concurrence at 2–3 (quoting 563 U.S. 692, 707 (2011)). But Camreta’s main holding cuts in the opposite direction; indeed, in the very next sentence, the Supreme Court explained that it “is sometimes beneficial to clarify . . . legal standards” by reaching non-dispositive issues. 563 U.S. at 707 (noting that courts may “avoid avoidance”). Put simply, the avoidance of legal questions is not – as the concurrence implies – a virtue in its own right.
16 (Kozinski, J., concurring in the denial of rehearing en banc). 4 Nor does addressing
questions in their logical order make one answer dicta and the other holding. As
the Supreme Court explained long ago, if a “point [is] properly presented and
decided in the regular course of the consideration of the cause,” the decision on
that point “[is] in no just sense dictum,” even if “something else [is] found in the
end [that] dispose[s] of the whole matter.” Fla. Cent. R. Co. v. Schutte, 103 U.S. 118,
143 (1880).
That rule makes sense. Holdings decide a case and “explain[] . . . the rules
[of law] that govern th[at] decision.” Pierre N. Leval, Judging Under the
Constitution: Dicta About Dicta, 81 N.Y.U. L. Rev. 1249, 1256–57 (2006). By contrast,
“a dictum consists essentially of a comment on how the court would decide some
other, different case.” Id. at 1256. Under this straightforward definition, the
answer to a squarely presented “preliminary question[]” about whether a business
entity is “protected by the Excessive Fines Clause” clearly qualifies as a holding –
4 See also John O. McGinnis & Michael Rappaport, An Originalist Approach to Prospective Overruling, 99 Notre Dame L. Rev. 425, 465–66 (2023) (explaining that “a judicial conclusion that is part of a logical order for deciding an issue is not dictum but holding” because “the conclusions that the court reaches are part of an order of decision that is a logical method for deciding the case” and it is therefore “sensible to treat these conclusions as reasonable methods to actually decide the case rather than to decide matters that are not needed for the decision”); Michael C. Dorf, Dicta and Article III, 142 U. Pa. L. Rev. 1997, 2046 (1994) (“[S]urely a court should not be faulted for addressing issues in the order that they logically present themselves.”).
17 not dictum. Browning-Ferris, 492 U.S. at 283. Far from speculating about “some
other, different case,” our holding resolves a threshold issue and provides a key
link in our chain of analysis. Leval, supra, at 1256. And “[w]hen an opinion issues
for the Court, it is not only the result but also those portions of the opinion
necessary to that result by which we are bound”; that is because “the principle of
stare decisis directs us to adhere not only to the holdings of our prior cases, but also
to their explications of the governing rules of law.” Seminole Tribe of Fla. v. Florida,
517 U.S. 44, 67 (1996) (internal quotation marks omitted); see also United States v.
Johnson, 143 F.4th 184, 191 (2d Cir. 2025) (Menashi, J., concurring in the denial of
rehearing en banc) (“The reasoning of a panel opinion binds a later panel even if
the later panel can imagine a narrower rationale for the earlier decision.”).
In other words, when we address a threshold issue, we do not create dicta
just because we theoretically could have assumed the answer to that question
without deciding it. Today, we must determine whether the County can impose
a $4.8 million fine. To resolve that dispute, we proceed in logical order: first, we
decide that the Excessive Fines clause applies to business entities; second, we
decide whether the fine was excessive as applied to this entity. Both of these
questions were “properly presented” in the litigation and have now been “decided
18 in the regular course of the consideration of the case.” Fla. Cent. R. Co., 103 U.S. at
143. Our decisions on those questions are therefore “in no just sense dictum.” Id.
For all these reasons, and to provide needed guidance to district courts and
future litigants, we today hold that the Eighth Amendment shields business
entities – including trusts and corporations – from excessive fines.
2. The fine here was not excessive.
A fine is unconstitutionally “excessive” if it is “grossly disproportional to
the gravity of [the] offense.” Viloski, 814 F.3d at 110 (quoting Bajakajian, 524 U.S. at
334). To determine whether a fine is disproportional, we weigh the four
“Bajakajian factors”: “(1) the essence of the [offense] of the defendant and its
relation to other [unlawful] activity, (2) whether the defendant fits into the class of
persons for whom the statute was principally designed, (3) the maximum . . . fine
that could have been imposed, and (4) the nature of the harm caused by the
defendant’s conduct.” 5 Id. (internal quotation marks omitted); see also Bajakajian,
524 U.S. at 336 (“[We] grant substantial deference to the broad authority that
5 Although Bajakajian involved a criminal forfeiture, 524 U.S. at 328, we have previously applied the Bajakajian factors in civil cases, Reese v. Triborough Bridge & Tunnel Auth., 91 F.4th 582, 589 n.3 (2d Cir. 2024); see also Oles v. City of New York, 2023 WL 3263620, at *1 (2d Cir. May 5, 2023) (summary order) (analyzing constitutionality of parking fines), and neither side disputes that Bajakajian applies here.
19 legislatures necessarily possess in determining the types and limits of
punishments for crimes.” (quoting Solem v. Helm, 463 U.S. 277, 290 (1983))). The
Trust’s claim fails that test.
First, the “essence” of the Trust’s conduct justified a significant penalty.
Although this fine arises in the context of a civil penalty rather than a criminal
prosecution, it still relates to misconduct that implicates the ability of county and
municipal governments to assess and collect revenue. The Trust “knowingly and
willfully,” United States v. Castello, 611 F.3d 116, 121 (2d Cir. 2010), flouted the ASIE
Law over the course of years – not because of “a spur of the moment decision” or
a “momentary lapse of judgment,” but as part of a “conscious . . . decision” to
avoid compliance, von Hofe v. United States, 492 F.3d 175, 188 (2d Cir. 2007).
The Trust attempts to downplay its “level of culpability” by insisting that
its failure to submit ASIE data was merely a “reporting offense” that did not
involve other “illegal activities of any kind.” Trust Br. at 28 (quoting Bajakajian,
524 U.S. at 337). But unlike in Bajakajian, where the statute at issue required
reporting to track other criminal activity – which the defendant was not engaged
in, 524 U.S. at 337–38 & n.13 – the reporting requirement here aimed expressly at
compelling all commercial property owners to turn over certain data. The Trust’s
20 disregard of the statute’s purported goal of protecting the public fisc by helping
the County develop “more accurate assessments,” Sp. App’x at 51, thus makes its
offense serious enough to merit a fine. Indeed, we have upheld penalties imposed
for reporting offenses, even when the violator was “convicted of no other crime.”
Castello, 611 F.3d at 124 (ordering forfeiture of roughly $12 million); see also United
States v. George, 779 F.3d 113, 122–24 (2d Cir. 2015) (affirming forfeiture of home
based on defendant’s harboring conviction, which the court characterized as “a
deliberate and sustained thwarting of federal immigration law, which allowed her
to exploit [immigrant] labor while ignoring federal wage and tax laws”).
Second, the Trust fits “into the class of persons for whom the statute was
principally designed.” Viloski, 814 F.3d at 110 (internal quotation marks omitted).
The ASIE Law aimed to “enhance compliance from” such “income[-]producing
properties” as the Roosevelt Field Mall. Sp. App’x at 52 (quoting fiscal impact
statement issued by Nassau County Legislature’s Office of Legislative Budget
Review). And while the Trust insists that – in hindsight – the particular ASIE data
requested “could never be used to value large shopping malls,” Trust Br. at 30,
such retrospective attacks on the overall utility of a statute have no bearing on
whether that statute targeted the entity being fined when it was enacted. The Trust
21 cannot dispute that, regardless of the ultimate usefulness of the ASIE data, the
ASIE Law squarely aimed at commercial properties, including Roosevelt Field
Mall.
Third, the fine was not grossly disproportional when compared to “the
maximum . . . fine that could have been imposed.” Viloski, 814 F.3d at 110 (internal
quotation marks omitted). The Trust points out that an earlier version of the ASIE
Law – enacted in 1984 – imposed a “mere $500 penalty,” a far cry from the $4.8
million fine at issue here. Trust Br. at 32. But the third Bajakajian factor requires
us to consider the maximum penalty available under the current statutory
framework – not under a 1980s-era relic preferred by the entity being fined but
rejected by the legislature itself. And the current ASIE Law keys fines to the fair
market value of the underlying property and to the delinquency of the owner,
scaling penalties from 0.25% up to 0.75% of the property’s value depending on
how long the owner takes to comply. Thus, by design, the fine here matched the
value of the property, the corresponding importance of correctly assessing it, and
the Trust’s multiyear recalcitrance.
Furthermore, the fact that the penalty here was pegged to a percentage of
the value of the property at issue does not itself violate the Excessive Fines Clause.
22 See Ford Motor Credit Co. v. N.Y.C Police Dep’t, 503 F.3d 186, 190 n.7 (2d Cir. 2007)
(upholding fine of 10% of value of seized and auctioned cars and explaining that
“[w]hile there is cause for some concern over the poor correlation between the
administrative costs the City likely incurs and the flat, ten-percent fee it charges
secured creditors, we agree with the district court that the imposition of this fee
does not violate the Eighth Amendment”); San Huan New Materials High Tech, Inc.
v. Int’l Trade Comm’n, 161 F.3d 1347, 64 (Fed. Cir. 1998) (upholding fine after
comparing it to “value of [patent] infringing magnets” and concluding that a fine
of “three times th[at] value [was] well within constitutional limits”). The relatively
low percentages Nassau County has applied – compared, for example, to New
York City’s five-percent-of-assessed-value fine, see N.Y.C. Administrative Code
§ 11-208.1(d)(1) – also suggest that the penalty is proportional, see Grashoff v.
Adams, 65 F.4th 910, 919–20 (7th Cir. 2023) (considering “penalties for similar
conduct” in other jurisdictions as “relevant evidence of legislative judgments
about the seriousness of the offense”).
Finally, “the nature of the harm caused by the defendant’s conduct” also
favors the fine imposed here. Viloski, 814 F.3d at 110 (internal quotation marks
omitted). The Trust contends that its intentional decision to flout the law “affected
23 only the government,” Trust Br. at 34, and it again points to Bajakajian, where the
Supreme Court stressed that “[t]he harm that [the defendant] caused was . . .
minimal” because it “affected only . . . the [g]overnment, and in a relatively minor
way.” 524 U.S. at 339. But this case does not resemble Bajakajian: there, the
government had charged the defendant under a currency-reporting statute
intended to foil “money launderer[s],” “drug trafficker[s],” and “tax evader[s].”
Id. at 338. Because the defendant was not committing any of those crimes, he
“deprived [the government] only of the information that [his cash] had left the
country,” id. at 339 – which, on its own, was of little interest to the government.
Here, by contrast, the ASIE Law focuses specifically on collecting financial
information from property owners to help the County produce “more accurate
assessments.” Sp. App’x at 51. By willfully refusing to supply that data, the Trust
thwarted the statute’s purpose, deprived the government of potentially useful
information, and risked draining the public coffers.
In sum, the district court correctly upheld the ASIE fine. When the owner
of a multi-hundred-million-dollar property is fined a fraction of one percent of the
property’s value for willfully and repeatedly refusing to comply with a law, it
cannot complain that the penalty was “grossly disproportional” to its wrongdoing.
24 Cf. United States v. Schwarzbaum, 127 F.4th 259, 283–84 (11th Cir. 2025) (upholding
several multimillion-dollar fines equal to 50% of value of unreported bank
accounts because “Congress sought to deter precisely the harm for which [the
defendant wa]s culpable, Congress considered that harm to be a very serious one,
and Congress’s method of deterring that harm is rational”).
B. The Trust’s Procedural-Due-Process Challenge Fails.
The Trust next contends that the district court erroneously rebuffed its
procedural-due-process claim, which alleged that the County unconstitutionally
imposed the fines at issue “without providing [the Trust] with any notice or an
opportunity to challenge [them].” Trust Br. at 37. Again, we disagree.
The Fourteenth Amendment prohibits state governments from “depriv[ing]
any person of . . . property[] without due process of law.” U.S. Const. amend. XIV.
To win on a procedural-due-process claim, a plaintiff “must be able to
demonstrate (1) that [the d]efendants deprived [it] of a cognizable [property]
interest . . . (2) without affording [it] constitutionally sufficient process.” Proctor v.
LeClaire, 846 F.3d 597, 608 (2d Cir. 2017). While the parties spar over whether the
Trust has been deprived of any property interest, we need not reach that issue
because state law provided adequate process here.
25 To determine whether process is adequate, we consider the familiar factors
set forth in Mathews v. Eldridge: (1) “the private interest” of the plaintiff; (2) “the
risk of an erroneous deprivation of such interest through the procedures used, and
the probable value, if any, of additional or substitute procedural safeguards”; and
(3) “the Government’s interest.” 424 U.S. 319, 335 (1976). “[W]e [have] f[ound]
that the second Mathews factor weighs dispositively in favor of the government,”
N.Y. State Nat. Org. for Women v. Pataki, 261 F.3d 156, 168 (2d Cir. 2001) [hereinafter
“NYSNOW”], when plaintiffs have timely access to the remedies available under
Article 78 – an all-purpose statute that “provides both a hearing and a means of
redress for petitioners,” Hellenic Am. Neighborhood Action Comm. v. City of New York,
101 F.3d 877, 881 (2d Cir. 1996).
There can be no dispute that the Trust had such access (and additional
process) here. Before assessing ASIE fines, the County ordinarily sends letters to
noncompliant property owners notifying them of the potential fines and providing
an opportunity to cure. Should an owner claim not to have received that letter,
the County confirms that the address on file for that owner is correct. If it is, and
if the County persists in seeking to collect the fine, the property owner may then
seek an injunction preventing enforcement of the fine under Article 78. “Given
26 the availability of [such] Article 78 procedures, which can be invoked before actual
prejudice arises” (indeed, before the fine is ever collected), NYSNOW, 261 F.3d at
168, the process afforded here is “adequate,” Rivera-Powell v. NYC Bd. of Elections,
470 F.3d 458, 466 (2d Cir. 2006) (Sotomayor, J.); see Hellenic Am. Neighborhood Action
Comm., 101 F.3d at 881. 6
C. The Trust’s Substantive Due Process Challenge Fails.
The Trust next contends that the ASIE Law “violated [its] substantive Due
Process rights.” Trust Br. at 49. We are not persuaded.
The Fourteenth Amendment “cover[s] a substantive sphere as well [as a
procedural one], ‘barring certain government actions regardless of the fairness of
the procedures used to implement them.’” County of Sacramento v. Lewis, 523 U.S.
833, 840 (1998) (quoting Daniels v. Williams, 474 U.S. 327, 331 (1986)). But
“[l]egislative acts that do not interfere with fundamental rights or single out
suspect classifications carry with them a strong presumption of constitutionality,”
6 The parties also debate whether the alleged “failure to send [notice] letters” stemmed from “systemic” issues or was instead an “isolated incident.” Trust Br. at 45 (emphasis omitted). In an enforcement action initiated by the County or in an Article 78 proceeding initiated to enjoin enforcement, the Trust would be able to challenge the fine on the ground that the County failed to send a notice letter. Because the availability of that defense guarantees that a property owner will not be fined without notice and an opportunity to be heard – and therefore satisfies the Due Process Clause – we need not decide whether the County’s conduct was systemic or isolated. Cf. Rivera-Powell, 470 F.3d at 467.
27 and we will strike down such a law “only when a plaintiff can demonstrate that
there is no rational relationship between the legislation and a legitimate legislative
purpose.” Beatie v. City of New York, 123 F.3d 707, 711 (2d Cir. 1997).
Here, the Trust contends that the ASIE Law “had no rational relationship to
the claimed objective of improving assessments,” and was in fact “aimed solely at
revenue generation.” Reply Br. at 22–23. The Trust notes that (i) “the prior $500
penalty achieved . . . compliance” rates comparable to the updated law’s stiffer
fines; (ii) the ASIE data that the law aimed to gather turned out to be “wholly
useless[] for assessment purposes”; and (iii) the County subsequently passed an
“Amnesty Law” allowing property owners to settle ASIE fines without submitting
ASIE statements. Id. But to prevail on its substantive-due-process claim, the Trust
must “discredit any conceivable basis [that] could be advanced to support the
challenged provision, regardless of whether that basis has a foundation in the
record or actually motivated the legislature.” Beatie, 123 F.3d at 711 (citation
omitted). Furthermore, the Trust’s retrospective quibbles with the ASIE Law do
not make it unconstitutional: “litigants may not procure invalidation of . . .
legislation merely by tendering evidence in court that the legislature was
mistaken.” Minnesota v. Clover Leaf Creamery Co., 449 U.S. 456, 464 (1981). When it
28 enacted the ASIE Law, the County “legislature could rationally have decided that
the statute would fulfill [its] intended purpose,” Catlin v. Sobol, 93 F.3d 1112, 1120
(2d Cir. 1996) (emphasis added), of helping the County produce “more accurate
assessments,” Sp. App’x at 70 (internal quotation marks omitted). That is all that
rational basis review requires. 7
D. The District Court Correctly Denied the Trust’s Sanctions Motion.
Finally, the Trust argues that the district court incorrectly denied its
sanctions motion, which was based on its allegations of misconduct by the County
and its officers in their characterizations of the ASIE Law and the storage of ASIE
data. But while federal courts have the “inherent power . . . to levy sanctions in
response to abusive litigation practices,” Roadway Express, Inc. v. Piper, 447 U.S.
752, 764 (1980), the party seeking sanctions for fraud must show “clear and
convincing evidence of bad faith,” Yukos Cap. S.A.R.L. v. Feldman, 977 F.3d 216, 235
(2d Cir. 2020).
The Trust has failed to make that showing here. Instead, it merely points to
disputed facts regarding whether (i) one of Defendants’ deponents incorrectly
7“[B]ecause all of [the Trust’s] federal claims were properly resolved, the district court did not err in declining to exercise supplemental jurisdiction over any [of its] state[-]law claim[s].” Russo v. Patchogue-Medford Sch. Dist., 129 F.4th 182, 187 (2d Cir. 2025); see also 28 U.S.C. § 1367.
29 represented his after-the-fact sense of the usefulness of the ASIE data, and
(ii) another deponent mischaracterized the County’s data-security protocols.
Having carefully reviewed the record below, we cannot say that the district court
abused its discretion in concluding that these “potential (ingenuine) disputes”
related only to “certain (immaterial) facts” on which it did not rely “in ruling upon
the summary judgment [c]ross-[m]otions.” Sp. App’x at 76–77; see also Yukos Cap.,
977 F.3d at 235 (explaining that “our review is highly deferential” because district
courts enjoy wide discretion in this area).
III. CONCLUSION
For the foregoing reasons, we AFFIRM the judgment of the district court
granting Defendants’ motion for summary judgment and denying the Trust’s
motion for sanctions.
30 25-907 The Retail Property Trust v. Nassau Cnty. Dep’t of Assessment
RICHARD C. WESLEY, Circuit Judge, concurring in part:
I concur in the panel’s fine opinion, except as to Section II.A.1, which
concludes that the Eighth Amendment’s Excessive Fines Clause protects
corporations. Because we need not decide that issue to resolve this appeal, I would
leave that question for another day.
In this appeal, the Retail Property Trust (the “Trust”)—a Massachusetts
business trust—challenges a fine imposed by Nassau County, arguing, among
other things, that the fine runs afoul of the Excessive Fines Clause. Neither we nor
the Supreme Court has determined whether that Clause applies to corporations or
trusts. 1
Noting the dearth of guidance on the issue, the magistrate judge assumed
without deciding that the Clause applied, resting her recommendation on the fact
that, regardless, the fine was not excessive. The district judge adopted that
1None of our sister circuits have resolved this issue, either. See United States v. Chaplin’s, Inc., 646 F.3d 846, 851 n.15 (11th Cir. 2011) (assuming but not deciding that Eighth Amendment applies to corporations); United States v. Pilgrim Mkt. Corp., 944 F.2d 14, 22 (1st Cir. 1991) (“We will assume for purposes of our discussion that the eighth amendment proscription against excessive fines applies to corporations, although this is a very tenuous assumption.”). Indeed, the question— notwithstanding our previous decision holding that the Bill of Attainder Clause protects corporations, Consol. Edison Co. of N.Y. v. Pataki, 292 F.3d 338, 346–349 (2d Cir. 2002)—is not an uncomplicated one. As the majority notes, Maj. Op. at 9, “[w]hether or not a particular [constitutional] guarantee” protects corporations “depends on the nature, history, and purpose of the particular constitutional provision,” First Nat. Bank of Bos. v. Bellotti, 435 U.S. 765, 778 n.14 (1978) (emphases added).
1 25-907 The Retail Property Trust v. Nassau Cnty. Dep’t of Assessment
recommendation without discussing the Clause’s applicability. After the Trust
appealed, the issue was raised by the Appellees as an alternative ground on which
we might affirm the decision below. 2 The Trust replied, reasonably, that the
Appellees’ argument was “unfounded” because the Trust is not a corporation but
a Massachusetts business trust. Trust’s Rep. Br. at 7. It then devoted
approximately one page of its reply to an argument that the Clause broadly applies
to corporations.
Today, we “agree with the district court across the board” and “affirm the
judgment in full.” Maj. Op. at 4. Yet the majority takes a step beyond the course
so ably charted by the judges below by engaging with a scarcely briefed question. 3
I see no need to decide that issue, for even if it is resolved in the Trust’s favor, we
must still affirm the result reached below. This approach is not novel. See
Browning-Ferris Indus. of Vt., Inc. v. Kelco Disposal, Inc., 492 U.S. 257, 276 n.22 (1989)
(“Because of the result we reach today, we need not answer several questions that
2 The Appellees also made this argument before the district court. 3 There may not be any reason to distinguish the Excessive Fines Clause’s applicability to corporations from its applicability to Massachusetts business trusts. But both the parties’ appellate briefs and the majority opinion fail to analyze that question in any detail, leaving unattended any relevant differences in the forms under state law. See Swartz v. Sher, 344 Mass. 636, 639 (1962) (stating that a business trust is “in many respects similar to a corporation” but that “such trusts are not corporations, nor are they entities apart from the trustees”).
2 25-907 The Retail Property Trust v. Nassau Cnty. Dep’t of Assessment
otherwise might be necessarily antecedent to finding the Eighth Amendment’s
Excessive Fines Clause applicable to an award of punitive damages, and that have
not been briefed by the parties. We shall not decide whether the Eighth
Amendment’s prohibition on excessive fines applies to the several States through
the Fourteenth Amendment, nor shall we decide whether the Eighth Amendment
protects corporations as well as individuals.”); see also Lyng v. Nw. Indian Cemetery
Protective Ass’n, 485 U.S. 439, 445 (1988) (“A fundamental and longstanding
principle of judicial restraint requires that courts avoid reaching constitutional
questions in advance of the necessity of deciding them.”); Camreta v. Greene, 563
U.S. 692, 707 (2011) (“In general, courts should think hard, and then think hard
again, before turning small cases into large ones.”).
Our job, as I see it, is to do no more or less than decide the cases before us.
See United States v. Rubin, 609 F.2d 51, 69 n.2 (2d Cir. 1979) (Friendly, J., concurring),
aff’d, 449 U.S. 424 (1981). Ultimately, what is dicta and what is holding here is not
for me—or any member of this panel—to resolve. That is a question for a future
panel; I leave it in their capable hands.