24-2500-cv Thieriot v. Laggner
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER“). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 26th day of November, two thousand twenty-five.
PRESENT: AMALYA L. KEARSE, DENNIS JACOBS, RAYMOND J. LOHIER, JR., Circuit Judges. ------------------------------------------------------------------ JUAN PABLO THIERIOT,
Plaintiff-Appellee,
v. No. 24-2500-cv
WILLIAM LAGGNER,
Defendant-Appellant,
BILL LAGGNER,
Defendant. ------------------------------------------------------------------ FOR APPELLANT: ROBERT TULLY DUNLAP (Devin Freedman, on the brief), Freedman Normand Friedland LLP, Miami, FL
FOR APPELLEE: BENJAMIN D. BIANCO, Meister Seelig & Fein PLLC, New York, NY
Appeal from a judgment of the United States District Court for the
Southern District of New York (Jessica G. L. Clarke, Judge).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,
AND DECREED that the judgment of the District Court is AFFIRMED.
Defendant-Appellant William Laggner appeals from an August 19, 2024
judgment of the United States District Court for the Southern District of New
York (Clarke, J.) granting summary judgment in favor of Plaintiff-Appellee Juan
Pablo Thieriot on Thieriot’s breach-of-contract claim against Laggner. “We
review the district court’s grant of summary judgment de novo, construing the
facts in the light most favorable to the non-moving party and drawing all
reasonable inferences in its favor.” Ashley v. City of New York, 992 F.3d 128, 136
(2d Cir. 2021). We assume the parties’ familiarity with the underlying facts and
the record of prior proceedings, to which we refer only as necessary to explain
our decision to affirm. 2 I. Validity of the Assignment
The breach-of-contract claim arose from a settlement agreement under
which Laggner was obligated to pay Halsey Minor half of the first $750,000 in
proceeds from the sale of certain shares of stock. Laggner argues that Thieriot
was not a valid assignee of Minor’s rights to the share of the proceeds under the
settlement agreement because the agreement contains a clause that expressly
prohibits any assignment. Under New York law, which the settlement
agreement provided would govern, assignments are generally enforceable
notwithstanding an anti-assignment clause, unless the clause expressly specifies
that such assignments are void. See Brettler v. Allianz Life Ins. Co. of N. Am., 40
N.Y.3d 450, 454 (2023). Parties who intend to prohibit assignments must use
“clear language and the plainest words stating that an assignment made in
contravention of the original contract is void.” Id. (quotation marks omitted).
The anti-assignment clause in the settlement agreement does not contain
any clear language voiding assignments made in violation of its terms. Section
10 of the agreement provides only that “[n]o Party shall assign, delegate or
transfer to any person or entity its rights or responsibilities under this Settlement
Agreement without the prior written consent of all other Parties.” App’x 228.
3 It does not further provide that unconsented-to assignments are void or
unenforceable. The assignment here is thus “valid, and the clause is read
instead as a personal covenant not to assign that justifies only an award of
damages against the assignor for breach.” Brettler, 40 N.Y.3d at 454 (quotation
marks omitted).
Urging otherwise, Laggner relies on Fortunato v. Patten, 147 N.Y. 277
(1895), as recently reaffirmed in Brettler, to argue that even if an assignment is
valid between assignor and assignee, it cannot be enforced against a non-
consenting party where consent is required by contract. The contractual
language in Brettler and Fortunato, however, differs materially from the language
in the settlement agreement here. While the contract in Brettler included
language confirming that the original contracting party “will not be bound by
unnoticed assignments,” 40 N.Y.3d at 456, similar language is absent from the
settlement agreement.
Laggner also invokes Section 2(g) of the settlement agreement, which
states that “Minor agrees not to seek to transfer, assign, sell, or encumber said
Shares, or any interests therein.” App’x 223. At issue here, however, is Minor’s
assignment not of shares but rather the contractual right to payment contingent
4 upon Laggner’s sale of shares. The District Court correctly distinguished
between these separate rights.
For these reasons, we conclude that the assignment from Minor to Thieriot
is valid and the anti-assignment clause in the settlement agreement does not
render the assignment void or unenforceable against third parties. We therefore
need not reach the issue of whether all parties provided prior written consent for
the assignment.
II. Consummation of the Sale
The settlement agreement also provides that “Minor . . . shall only be
entitled to receive any proceeds upon the consummation of a sale of the Laggner
Shares.” App’x 222–23. The agreement contains an express choice-of-law
provision stating that it is to be governed by New York law. Laggner
acknowledges that New York law governs the interpretation of the settlement
agreement and does not dispute the application of the choice-of-law provision.
So the question of whether a sale was consummated within the meaning of the
settlement agreement is a matter of New York law. See Krumme v. WestPoint
Stevens Inc., 238 F.3d 133, 138 (2d Cir. 2000).
With that in mind, Laggner argues that Thieriot, as Minor’s assignee, is not
5 entitled to any proceeds because Laggner’s sale of shares in Uphold Ltd. to Yuan
Yuan was never consummated under the settlement agreement’s terms as
interpreted under New York law.
Although the settlement agreement does not define the term
“consummation,” New York courts have long recognized that “to consummate”
means to complete or bring to completion. See, e.g., Schulman v. City of New York,
291 N.Y. 520, 522 (1943); Wm. A. White & Sons v. La Touraine-Bickford’s Foods, Inc.,
375 N.Y.S.2d 351, 352 (1st Dep’t 1975). The undisputed record shows that
Laggner’s sale of 40,000 shares to Yuan was completed: Laggner entered into a
written agreement with Yuan for the sale of the shares; Yuan paid the full
purchase price of $280,000; Yuan received a digital share certificate from the
company certifying her ownership of the shares; the sale was reflected in
Uphold’s official corporate records, with Laggner’s shares reduced by 40,000 and
Yuan listed as the owner of 40,000 shares; and Laggner retained the $280,000
Free access — add to your briefcase to read the full text and ask questions with AI
24-2500-cv Thieriot v. Laggner
UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT
SUMMARY ORDER RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER“). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.
At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 26th day of November, two thousand twenty-five.
PRESENT: AMALYA L. KEARSE, DENNIS JACOBS, RAYMOND J. LOHIER, JR., Circuit Judges. ------------------------------------------------------------------ JUAN PABLO THIERIOT,
Plaintiff-Appellee,
v. No. 24-2500-cv
WILLIAM LAGGNER,
Defendant-Appellant,
BILL LAGGNER,
Defendant. ------------------------------------------------------------------ FOR APPELLANT: ROBERT TULLY DUNLAP (Devin Freedman, on the brief), Freedman Normand Friedland LLP, Miami, FL
FOR APPELLEE: BENJAMIN D. BIANCO, Meister Seelig & Fein PLLC, New York, NY
Appeal from a judgment of the United States District Court for the
Southern District of New York (Jessica G. L. Clarke, Judge).
UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,
AND DECREED that the judgment of the District Court is AFFIRMED.
Defendant-Appellant William Laggner appeals from an August 19, 2024
judgment of the United States District Court for the Southern District of New
York (Clarke, J.) granting summary judgment in favor of Plaintiff-Appellee Juan
Pablo Thieriot on Thieriot’s breach-of-contract claim against Laggner. “We
review the district court’s grant of summary judgment de novo, construing the
facts in the light most favorable to the non-moving party and drawing all
reasonable inferences in its favor.” Ashley v. City of New York, 992 F.3d 128, 136
(2d Cir. 2021). We assume the parties’ familiarity with the underlying facts and
the record of prior proceedings, to which we refer only as necessary to explain
our decision to affirm. 2 I. Validity of the Assignment
The breach-of-contract claim arose from a settlement agreement under
which Laggner was obligated to pay Halsey Minor half of the first $750,000 in
proceeds from the sale of certain shares of stock. Laggner argues that Thieriot
was not a valid assignee of Minor’s rights to the share of the proceeds under the
settlement agreement because the agreement contains a clause that expressly
prohibits any assignment. Under New York law, which the settlement
agreement provided would govern, assignments are generally enforceable
notwithstanding an anti-assignment clause, unless the clause expressly specifies
that such assignments are void. See Brettler v. Allianz Life Ins. Co. of N. Am., 40
N.Y.3d 450, 454 (2023). Parties who intend to prohibit assignments must use
“clear language and the plainest words stating that an assignment made in
contravention of the original contract is void.” Id. (quotation marks omitted).
The anti-assignment clause in the settlement agreement does not contain
any clear language voiding assignments made in violation of its terms. Section
10 of the agreement provides only that “[n]o Party shall assign, delegate or
transfer to any person or entity its rights or responsibilities under this Settlement
Agreement without the prior written consent of all other Parties.” App’x 228.
3 It does not further provide that unconsented-to assignments are void or
unenforceable. The assignment here is thus “valid, and the clause is read
instead as a personal covenant not to assign that justifies only an award of
damages against the assignor for breach.” Brettler, 40 N.Y.3d at 454 (quotation
marks omitted).
Urging otherwise, Laggner relies on Fortunato v. Patten, 147 N.Y. 277
(1895), as recently reaffirmed in Brettler, to argue that even if an assignment is
valid between assignor and assignee, it cannot be enforced against a non-
consenting party where consent is required by contract. The contractual
language in Brettler and Fortunato, however, differs materially from the language
in the settlement agreement here. While the contract in Brettler included
language confirming that the original contracting party “will not be bound by
unnoticed assignments,” 40 N.Y.3d at 456, similar language is absent from the
settlement agreement.
Laggner also invokes Section 2(g) of the settlement agreement, which
states that “Minor agrees not to seek to transfer, assign, sell, or encumber said
Shares, or any interests therein.” App’x 223. At issue here, however, is Minor’s
assignment not of shares but rather the contractual right to payment contingent
4 upon Laggner’s sale of shares. The District Court correctly distinguished
between these separate rights.
For these reasons, we conclude that the assignment from Minor to Thieriot
is valid and the anti-assignment clause in the settlement agreement does not
render the assignment void or unenforceable against third parties. We therefore
need not reach the issue of whether all parties provided prior written consent for
the assignment.
II. Consummation of the Sale
The settlement agreement also provides that “Minor . . . shall only be
entitled to receive any proceeds upon the consummation of a sale of the Laggner
Shares.” App’x 222–23. The agreement contains an express choice-of-law
provision stating that it is to be governed by New York law. Laggner
acknowledges that New York law governs the interpretation of the settlement
agreement and does not dispute the application of the choice-of-law provision.
So the question of whether a sale was consummated within the meaning of the
settlement agreement is a matter of New York law. See Krumme v. WestPoint
Stevens Inc., 238 F.3d 133, 138 (2d Cir. 2000).
With that in mind, Laggner argues that Thieriot, as Minor’s assignee, is not
5 entitled to any proceeds because Laggner’s sale of shares in Uphold Ltd. to Yuan
Yuan was never consummated under the settlement agreement’s terms as
interpreted under New York law.
Although the settlement agreement does not define the term
“consummation,” New York courts have long recognized that “to consummate”
means to complete or bring to completion. See, e.g., Schulman v. City of New York,
291 N.Y. 520, 522 (1943); Wm. A. White & Sons v. La Touraine-Bickford’s Foods, Inc.,
375 N.Y.S.2d 351, 352 (1st Dep’t 1975). The undisputed record shows that
Laggner’s sale of 40,000 shares to Yuan was completed: Laggner entered into a
written agreement with Yuan for the sale of the shares; Yuan paid the full
purchase price of $280,000; Yuan received a digital share certificate from the
company certifying her ownership of the shares; the sale was reflected in
Uphold’s official corporate records, with Laggner’s shares reduced by 40,000 and
Yuan listed as the owner of 40,000 shares; and Laggner retained the $280,000
payment and never returned or attempted to return the funds to Yuan.
Although Laggner acknowledges that New York law governs the
settlement agreement, he separately argues that Cayman Islands law is relevant
to whether a sale was consummated. First, Laggner maintains that the sale to
6 Yuan was not consummated because he failed to deliver a share transfer
document as required under Cayman Islands law. Even assuming that Cayman
Islands law requires such an instrument of transfer, under New York law “a
party cannot insist upon a condition precedent, when its non-performance has
been caused by himself.” A.H.A. Gen. Constr., Inc. v. New York City Hous. Auth.,
92 N.Y.2d 20, 31 (1998) (quotation marks omitted). Laggner is thus prevented
from benefitting from his own failure to fulfill contractual obligations while
retaining the full proceeds of the sale.
Laggner also argues that his pending winding-up petition in the Grand
Court of the Cayman Islands renders the share transfer unconsummated because
the sale would be voided if he prevails. Laggner’s petition is still pending, and
in the meantime he has received and retained the sale proceeds. The District
Court properly determined that the sale was consummated for the purposes of
the settlement agreement, which triggered Laggner’s obligation to pay Thieriot
half of the sale proceeds.
III. Indispensable Parties
Laggner also argues that the District Court erred in not requiring the
joinder of Yuan and the other parties to the settlement agreement – Minor, David
7 Bechtel, and Outpost Capital Management – as indispensable parties under
Federal Rule of Civil Procedure 19. We disagree.
This Court has rejected “a bright-line rule that all parties to a contract are
indispensable.” CP Sols. PTE, Ltd. v. Gen. Elec. Co., 553 F.3d 156, 159 (2d Cir.
2009). Rule 19 requires joinder only when the court cannot accord complete
relief among the existing parties or when the disposition of the action would
impair the ability of absent parties to protect their interests. See MasterCard Int'l
Inc. v. Visa Int'l Serv. Ass'n, Inc., 471 F.3d 377, 385 (2d Cir. 2006); Fed. R. Civ. P.
19(a)(1). Here, complete relief can be accorded between Thieriot and Laggner
without joining the other parties. The dispute concerns only Thieriot’s right to
receive half the proceeds of Laggner’s sale of shares. None of the absent parties
claim any entitlement to these funds, nor has Laggner shown how their interests
would be impaired by this litigation. The District Court correctly determined
that this dispute could be resolved without the joinder of additional parties.
IV. Attorney’s Fees
In its August 19, 2024 judgment, the District Court ruled that under the
terms of the settlement agreement, Thieriot, as the prevailing party, is entitled to
an award of reasonable attorney’s fees incurred in this litigation. The District
8 Court ordered that the parties’ respective positions as to fees and costs be
submitted by September 18 and October 2, 2024. Also in September, Laggner
timely appealed the August 19, 2024 judgment. Although his brief on this
appeal challenges the District Court’s August 19, 2024 ruling that Thieriot is
entitled to fees, issues as to attorney’s fees amounts were not fully adjudicated in
the District Court until March 25, 2025. To the extent Laggner challenges the
August 2024 determination of Thieriot’s entitlement to attorney’s fees, we affirm
substantially for the reasons stated by the District Court in its August 19, 2024
opinion.
Laggner has also appealed the judgment entered in March 2025 that
determined, among other issues, the amount of fees awarded to Thieriot. That
appeal, No. 25-865, is pending before another panel of this Court. We express
no view as to the issues adjudicated subsequent to the August 19, 2024 judgment
before us.
9 CONCLUSION
We have considered Laggner’s remaining arguments and conclude that
they are without merit. For the foregoing reasons, the judgment of the District
Court is AFFIRMED.
FOR THE COURT: Catherine O’Hagan Wolfe, Clerk of Court