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Clarex Limited and Betax Limited v. Natixis Securities Americas LLC

United States District Court, Second Circuit

July 29, 2013

CLAREX LIMITED and BETAX LIMITED, Plaintiffs,
v.
NATIXIS SECURITIES AMERICAS LLC et al., Defendants.

OPINION & ORDER

PAUL A. ENGELMAYER, District Judge.

On June 11, 2013, the Court issued an opinion granting in part and denying in part defendants' motion to dismiss the Complaint. See No, 12 Civ. 7908 (PAE), Dkt. 31, available at 2013 WL 2631043 (S.D.N.Y. Jun. 11, 2013) (the "June 11 Opinion" or "Op."). Plaintiffs Clarex Limited ("Clarex") and Betax Limited ("Betax") (collectively, "plaintiffs") move for reconsideration of that holding, on several grounds. For the reasons that follow, plaintiffs' motion for reconsideration is granted in part and denied in part.

I. Motion for Reconsideration

A. Legal Standard

The standard governing motions for reconsideration under S.D.N.Y. Local Civil Rule 6.3 "is strict, and reconsideration will generally be denied unless the moving party can point to controlling decisions or data that the court overlooked-matters, in other words, that might reasonably be expected to alter the conclusion reached by the court." Shrader v. CSX Transp. Inc., 70 F.3d 255, 257 (2d Cir. 1995); see also Nakshin v. Holder, 360 F.Appx. 192, 193 (2d Cir. 2010) (summary order) ("The threshold for prevailing on a motion for reconsideration is high."). The purpose of Rule 6.3 is to "ensure the finality of decisions and to prevent the practice of a losing party examining a decision and then plugging the gaps of a lost motion with additional matters." Naiman v. N.Y. Univ. Hosps. Ctr., No. 95 Civ. 6469 (RPP), 2005 WL 926904, at *1 (S.D.N.Y. Apr. 21, 2005) (citation omitted).

Such a motion is "neither an occasion for repeating old arguments previously rejected nor an opportunity for making new arguments that could have previously been made." Associated Press v. US. Dep't of Def, 395 F.Supp.2d 17, 19 (S.D.N.Y. 2005); see also Goonan v. Fed. Reserve Bank of N.Y., No. 12 Civ. 3859 (JPO), 2013 WL 1386933, at *2 (S.D.N.Y. Apr. 5, 2013) ("Simply put, courts do not tolerate such efforts to obtain a second bite at the apple."). On a Local Rule 6.3 motion, "a party may not advance new facts, issues, or arguments, not previously presented to the Court." Polsby v. St. Martin's Press, No, 97 Civ. 690 (MBM), 2000 WL 98057, at *1 (S.D.N.Y. Jan.18, 2000) (Mukasey, J.) (citation omitted). Generally, district courts will only amend or alter a judgment "to correct a clear error of law or prevent manifest injustice." In re Assicurazioni Generali, S.P.A., 592 F.3d 113, 120 (2d Cir. 2010).

B. Application

Familiarity with the June 11 Opinion is assumed. There, the Court granted in part and denied in part Natixis's motion to dismiss. In particular, the Court (1) dismissed Claim Two (good faith and fair dealing) and Claim Three (negligence); (2) dismissed the contract claim as to 5, 000 of the warrants because the statute of limitations had run; and (3) eliminated plaintiffs' claim for damages, to the extent it sought damages equal to the current market value of the warrants.

In seeking reconsideration, plaintiffs argue that the Court improperly made two factual determinations: (1) that Natixis served as a broker, rather than a dealer, and (2) that plaintiffs never agreed to extend the date of performance of Natixis's contractual duty to deliver the warrants. They contend that these factual determinations led the Court, respectively, to wrongly (1) dismiss their negligence claim, and (2) find their contract claim as to 5, 000 warrants barred by the statute of limitations. Alternatively, plaintiffs seek leave to amend their Complaint.

1. The Negligence Claim

In its June 11 Opinion, the Court held that plaintiffs had not plausibly alleged that Natixis had a duty beyond its contractual duty to deliver the warrants to them. Plaintiffs now argue that in reaching this conclusion, the Court improperly relied on a factual determination that Natixis acted as a broker rather than a dealer. Had the Court not so found, they argue, the negligence claim would have survived.

In their Complaint, plaintiffs allege, without elaboration, that Natixis acted as a "brokerdealer" in these transactions. See Compl. ΒΆΒΆ 45-46, 50-51. In their legal briefs, they characterized Natixis solely as a dealer (i.e., a principal in its dealing with them). Plaintiffs argue that the Court should have relied in its decision solely on that characterization of Natixis's role.

In seeking reconsideration, plaintiffs argue that the Court concluded that Natixis was a mere broker by relying on documents outside the Complaint that, they claim, painted an incomplete picture of the parties' relationship. That is demonstrably wrong. The Court, by order dated May 15, 2013, directed plaintiff to submit documents that were incorporated by reference into the Complaint. See Dkt. 29. However, the Opinion makes quite clear that Court did not rely on all such documents. Rather, the only documents on which the Court did rely in its decision were the Customer Agreements submitted with the Levine Declaration. See Dkt. 11 Ex. D-E. It was entirely appropriate for the Court to consider those agreements, because "when a plaintiff chooses not to attach to the complaint or incorporate by reference a [document] upon which it solely relies and which is integral to the complaint, the court may nevertheless take the document into consideration in deciding the defendant's motion to dismiss, without converting the proceeding to one for summary judgment." Holowecki v. Fed. Express Corp., 440 F.3d 558, 565-66 (2d Cir. 2006) (alterations in original) (quoting Intl Audiotext Network, Inc. v. Am. Tel. & Tel. Co., 62 F.3d 69, 72 (2d Cir. 1995)), aff'd, 552 U.S. 389 (2008). Notably, plaintiffs did not dispute that it was appropriate for the Court to consider these contracts. Nor did they argue, and their Complaint did not allege, that a different agreement governed the parties' relationship.

The contracts evidencing the parties' relationship properly considered on the motion to dismiss-squarely and uniformly support Natixis's characterization that it served solely as a broker. The Customer Agreements identify, in their very first sentence, Natixis as "Broker." Levine Decl. Ex. ...


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