Trireme Energy Holdings, Inc. v. Innogy Renewables US LLC

• Court: Court of Appeals for the Second Circuit
• Decided: May 13, 2025
• Docket: 24-159
• Status: Unpublished

Opinion

24-159-cv Trireme Energy Holdings, Inc. v. Innogy Renewables US LLC

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 13th day of May, two thousand twenty-five.

PRESENT: RAYMOND J. LOHIER, JR., JOSEPH F. BIANCO, Circuit Judges, JESSE M. FURMAN, District Judge. * ------------------------------------------------------------------ TRIREME ENERGY HOLDINGS, INC., TRIREME ENERGY DEVELOPMENT, LLC,

Plaintiffs-Appellants,

v. No. 24-159-cv

INNOGY RENEWABLES US LLC, INNOGY SE,

Defendants-Appellees,

* Judge Jesse M. Furman, of the United States District Court for the Southern District of New York, sitting by designation. v.

CASSADAGA WIND LLC,

Defendant.

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FOR APPELLANTS: NATHANIEL E. MARMON (John F. Baughman, on the brief), Baughman Kroup Bosse PLLC, New York, NY

FOR APPELLEES: SUSAN K. LEADER, Paul Hastings, LLP, Los Angeles, CA, ELI B. RICHLIN, Wilson Sonsini Goodrich & Rosati, New York, NY (Paul C. Gross, Sara N. Bricker, Paul Hastings, LLP, New York, NY, on the brief)

Appeal from a judgment of the United States District Court for the

Southern District of New York (Jennifer L. Rochon, Judge).

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,

AND DECREED that the judgment of the District Court is AFFIRMED.

Plaintiffs Trireme Energy Holdings, Inc. and Trireme Energy

Development, LLC (together, “Trireme”) appeal from a December 14, 2023

judgment of the United States District Court for the Southern District of New

2 York (Rochon, J.) dismissing Trireme’s claims against Defendants Innogy

Renewables US LLC (“IRUS”) and Innogy SE. In 2017, Trireme and IRUS

entered into a contract (the “Merger Agreement”) under which IRUS purchased

a portfolio of renewable energy projects in exchange for a $50 million upfront fee

and potential additional payments conditioned on IRUS achieving certain

milestones on various projects. Trireme sued in connection with IRUS’s failure

to achieve a milestone for a wind farm called Cassadaga, the most valuable

project in the portfolio. Following a bench trial, the District Court entered

judgment in IRUS’s favor on Trireme’s claims for breach of contract and breach

of the implied covenant of good faith and fair dealing under New York law.

Trireme appeals only from the judgment as to its implied covenant claim. 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.

“[A]fter a bench trial, we review the district court’s finding of fact for clear

error and its conclusions of law de novo. Mixed questions of law and fact are also

reviewed de novo.” Citibank, N.A. v. Brigade Cap. Mgmt., LP, 49 F.4th 42, 58 (2d

Cir. 2022) (quotation marks omitted).

3 On appeal, Trireme argues that the District Court applied the wrong

standard and failed to rely on relevant contemporaneous evidence when it

rejected the claim that IRUS breached the implied covenant of good faith and fair

dealing by arbitrarily and irrationally delaying completion of Cassadaga until

2021 and, thus, avoiding the $69.7 million “earn-out” fee it would have been

required to pay had Cassadaga been completed by December 31, 2020. Trireme

contends that, in concluding that IRUS did not act “irrationally and

arbitrarily . . . to delay the [commercial operation date] for Cassadaga into 2021,”

the District Court improperly analyzed IRUS’s conduct in “hindsight” and

without reference to the company’s decision-making process at the moment the

projected schedule change occurred. Appellants’ Br. 30. We are not persuaded.

The District Court specifically addressed this issue and, based on the trial

evidence, found that around the time of the decision, “IRUS weighed a range of

acceleration options often used on other construction projects but ultimately

concluded that, due to COVID-19 and subsequent supply-chain issues, those

options were not available here.” Trireme Energy Holdings, Inc. v. Innogy

Renewables US LLC, 706 F. Supp. 3d 409, 435 (S.D.N.Y. 2023). That factual

finding, which was adequately supported by the evidence adduced at trial, see,

4 e.g., App’x 2138–39, 2143–44, 2837–38, is not clearly erroneous. “The fact that

there may have been evidence to support an inference contrary to that drawn by

the trial court,” as Trireme claims, ”does not mean that the findings made are

clearly erroneous.” Diesel Props S.r.l. v. Greystone Bus. Credit II LLC, 631 F.3d 42,

52 (2d Cir. 2011).

We have considered Trireme’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