United States District Court, E.D. New York
MEMORANDUM AND ORDER
DORA L. IRIZARRY, District Judge.
American General Life Insurance Company ("Plaintiff" or "AGL") commenced this breach of contract action against Platinum Elite Group, Inc. ("Defendant" or "Platinum") seeking to recover commissions and other fees paid to Platinum in connection with the sale of life insurance policies. (Compl., Doc. Entry No. 1.) Platinum asserted counterclaims, seeking to recover commissions that AGL has withheld since the dispute arose. (Ans., Doc. Entry No. 4.) Plaintiff moves for summary judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure as to its claims and Defendant's counterclaims. (Pl.'s Mem., Doc. Entry No. 27-2.) Defendant opposes. (Rosengarten Decl., Doc. Entry No. 28-2.) For the reasons set forth below, Plaintiff's motion for summary judgment is granted in its entirety.
AGL is a life insurance company, and Platinum was one of its general agents. (Pl.'s 56.1 Stmnt ¶¶ 2, 4; Def.'s 56.1 Stmnt ¶¶ 2, 4.) As a general agent, Platinum would "procure and submit to [AGL] applications for all types of insurance and annuities." (Pl.'s 56.1 Stmnt ¶ 4; Def.'s 56.1 Stmnt ¶ 4.) When AGL collected premiums under insurance policies issued on applications submitted by Platinum, AGL paid Platinum commissions. (Pl.'s 56.1 Stmnt ¶ 5; Def.'s 56.1 Stmnt ¶ 5.)
Although it is undisputed that Platinum was a general agent for AGL, the parties disagree about whether a valid contract governed the parties' relationship at the times relevant to this lawsuit. (Pl.'s 56.1 Stmnt ¶ 4; Def.'s 56.1 Stmnt ¶ 4.) Defendant disputes the validity of a general agent contract provided by AGL as evidence in this case (the "Contract") claiming that it: (1) was never executed by Plaintiff; (2) fails to identify the signatories to the Contract; and (3) is undated. (Def.'s 56.1 Stmnt ¶¶ 6, 34-41; see Fishkin Decl., Ex. C, Doc. Entry No. 27-3.)
The Contract at issue provides, in relevant part, that "[i]f [AGL] shall... return the premium on any policy, the General Agent agrees to repay [AGL] on demand any compensation received by the General Agent on premium so returned." (Pl.'s 56.1 Stmnt ¶¶ 6, 7; Fishkin Decl., Ex. C ¶ 4.b.) The Contract also states that Platinum is liable "for any and all expense[s]" that AGL incurs to "pursue collection procedures in order to collect any indebtedness." (Pl.'s 56.1 Stmnt ¶ 8; Fishkin Decl., Ex. C ¶ 4.h.) Although, as noted above, Platinum argues that the Contract is invalid because it lacks certain material terms, Platinum does not contend that these provisions should not be interpreted consistently with their plain meaning or that they are otherwise unenforceable. ( See Def.'s 56.1 Stmnt; Rosengarten Decl.)
In August 2007 and December 2007, Platinum submitted to AGL applications for life insurance policies on behalf of Rachel Kalish (the "Kalish Applications"). (Pl.'s 56.1 Stmnt ¶ 9; Def.'s 56.1 Stmnt ¶ 9.) AGL issued the policies to the Kalish family (the "Kalish Policies"), and, as a result, AGL received $441, 000.000 in premiums and paid Platinum $397, 980.02 in commissions. (Pl.'s 56.1 Stmnt ¶¶ 10, 11; Def.'s 56.1 Stmnt ¶¶ 10, 11.) Subsequently, AGL discovered "material misrepresentations in the Kalish Applications, " filed a lawsuit seeking to declare the Kalish Policies void ab initio, and returned $197, 775.00 in premiums pursuant to a settlement agreement. (Pl.'s 56.1 Stmnt ¶¶ 12-14; Def.'s 56.1 Stmnt ¶¶ 12-14.) After AGL returned the portion of the premiums paid on the Kalish Policies, it demanded that Platinum repay the commissions it had received from AGL on those premiums. (Pl.'s 56.1 Stmnt ¶ 15; Def.'s 56.1 Stmnt ¶ 15.)
Similarly, in March 2008 and April 2008, Platinum submitted to AGL applications for a life insurance policy on behalf of Lizzi Berger (the "Berger Applications"). (Pl.'s 56.1 Stmnt ¶ 17; Def.'s 56.1 Stmnt ¶ 17.) AGL issued one policy to the Berger family (the "Berger Policy") for which AGL received $877, 500.00 in premiums and Platinum received $245, 072.23 in commissions. (Pl.'s 56.1 Stmnt ¶¶ 18-19; Def.'s 56.1 Stmnt ¶¶ 18-19.) As with the Kalish Applications, AGL discovered material misrepresentations in the Berger Applications and sought to have the Berger Policy declared void ab initio. (Pl.'s 56.1 Stmnt ¶¶ 20-21; Def.'s 56.1 Stmnt ¶¶ 20-21.) AGL returned $438, 750.00 that had been paid as premiums on the Berger Policy and demanded that Platinum return the commissions received on those premiums. (Pl.'s 56.1 Stmnt ¶¶ 22-23; Def.'s 56.1 Stmnt ¶¶ 22-23.)
It is undisputed that Platinum has not repaid commissions received on the premiums returned by AGL for either the Kalish or Berger Policies. (Pl.'s 56.1 Stmnt ¶¶ 16, 24; Def.'s 56.1 Stmnt ¶¶ 16, 24.) AGL claims that, pursuant to the Contract, Platinum owes commissions in the amount of $277, 291.15. (Pl.'s 56.1 Stmnt ¶ 27.) As of January 25, 2013, AGL had withheld $102, 952.15 from Platinum for commissions otherwise owing to Platinum in order to offset the commissions Platinum has allegedly failed to repay. (Pl.'s 56.1 Stmnt ¶ 16; Def.'s 56.1 Stmnt ¶ 16.) Thus, AGL claims that it is owed the difference between the amount of commissions owed and the commissions withheld, which equals $174, 339.00, as well as the costs of collecting the commissions. (Pl.'s 56.1 Stmnt ¶¶ 29, 30.) Platinum claims that the Contract was not in effect when the Kalish and Berger Policies were issued, and seeks recovery of the commissions withheld by AGL. (Pl.'s 56.1 Stmnt ¶ 31, 41; Def.'s 561. Stmnt ¶ 31, 41.)
I. Summary Judgment Standard
Summary judgment is appropriate when "the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). "In ruling on a summary judgment motion, the district court must resolve all ambiguities, and credit all factual inferences that could rationally be drawn, in favor of the party opposing summary judgment and determine whether there is a genuine dispute as to a material fact, raising an issue for trial." McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 202 (2d Cir. 2007) (internal quotations omitted). A fact is "material" within the meaning of Rule 56 when its resolution "might affect the outcome of the suit under the governing law." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). An issue is "genuine" when "the evidence is such that a reasonable jury could return a verdict for the nonmoving party." Id. To determine whether an issue is genuine, "[t]he inferences to be drawn from the underlying affidavits, exhibits, interrogatory answers, and depositions must be viewed in the light most favorable to the party opposing the motion." Cronin v. Aetna Life Ins. Co., 46 F.3d 196, 202 (2d Cir. 1995) (citing United States v. Diebold, Inc., 369 U.S. 654, 655 (1962) (per curiam) and Ramseur v. Chase Manhattan Bank, 865 F.2d 460, 465 (2d Cir. 1989)). "[T]he evidence of the non-movant is to be believed, and all justifiable inferences are to be drawn in his favor." Anderson, 477 U.S. at 255. However, "[w]hen opposing parties tell two different stories, one of which is blatantly contradicted by the record, so that no reasonable jury could believe it, a court should not adopt that version of the facts for purposes of ruling on a motion for summary judgment." Scott v. Harris, 550 U.S. 372, 380 (2007).
The moving party bears the burden of "informing the district court of the basis for its motion, and identifying those portions of [the record]... which it believes demonstrates the absence of a genuine issue of fact." Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986) (internal quotations omitted). Once the moving party has met its burden, "the nonmoving party must come forward with specific facts showing that there is a genuine issue for trial.'" Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (emphasis omitted). The nonmoving party must offer "concrete evidence from which a reasonable juror could return a verdict in [its] favor." Anderson, 477 U.S. at 256. The nonmoving party may not "rely simply on conclusory statements or on contentions that the affidavits supporting the motion are not credible, or upon the mere allegations or denials of the nonmoving party's pleading." Ying Jing Gan v. City of New York, 996 F.2d 522, 532-33 (2d Cir. 1993) (citations and internal quotations omitted). ...