United States District Court, S.D. New York
RYAN J. NEGRI, Plaintiff,
MICHAEL J. FRIEDMAN, Defendant.
MEMORANDUM OPINION AND ORDER
GREGORY H. WOODS, United States District Judge
case between two pro se litigants arises out of a
transaction in which Plaintiff Ryan Negri
(“Negri”) sold his company, Negri Electronics, to
First Ascent, LLC (“First Ascent”), a company
owned by Defendant Michael Friedman (“Friedman”).
Negri originally filed his complaint, along with his brother
Philip Negri, against Friedman, Defendant's father Arthur
Friedman, Defendant's business partner P.J. Louis, and
First Ascent. Plaintiff alleged that these Defendants
fraudulently misled Plaintiff into entering into the
transaction, fraudulently transferred money out of Negri
Electronics, were unjustly enriched by those transfers, and
breached the agreement underlying the transaction. As this
case progressed, most of the Defendants were dismissed from
the case, and Plaintiff Philip Negri withdrew his remaining
claims. While Ryan Negri's claims against Friedman
remained, they can no longer do so, as they each fail as a
matter of law. Plaintiff has presented no facts that support
his allegations, and therefore Defendant's motion for
summary judgment is GRANTED.
founded his company, Negri Electronics, in 2006. Declaration
of Michael J. Friedman in Support of Motion for Summary
Judgment (“Friedman Decl.”) Ex. S (“Negri
Dep. Tr.”) 8:24-25. The company was initially based in
California, but later moved to Nevada. Id. 11:16-17;
Friedman Decl. Ex. E at 7. Negri Electronics sold electronics
such as cellular phones, tablets, and cameras. Negri
Dep. Tr. 9:21-24. In early 2013, Friedman formed
First Ascent, LLC, a New York-based private equity firm that
“focused on acquiring and growing companies in the
areas of telecommunications, information technology, data
management, and media.” Defendant's Local Rule 56.1
Statement (“Def.'s 56.1”) at ¶ 1;
Friedman Decl. Ex. T. In what would seem to be fortuitous
circumstances, around the same time, Negri began speaking to
an investment banker named Todd Sherman about “a
potential investment or sale for [Negri Electronics].”
Negri Dep. Tr. 14:4-7. Negri's company was therefore-in
theory-exactly the kind of company that Friedman's
company was seeking to acquire at the exact same time that
Negri was pursuing a potential sale.
introduced Friedman and Negri in late 2013 to discuss such a
potential acquisition. Def.'s 56.1 ¶¶ 6-7,
Negri Dep. Tr. 15:20-16:4. After entering into a
non-disclosure agreement, the parties conducted initial due
diligence. Def.'s 56.1 ¶ 9; Friedman Decl.
Ex. C. On December 17, 2013, Friedman and P.J. Louis, on
behalf of First Ascent, visited Negri Electronics in Las
Vegas. Def.'s 56.1 ¶ 13. On December 24, 2013, a
Stock Purchase Agreement was entered between Ryan Negri and
Philip Negri (as shareholders), Negri Electronics, and First
Ascent, LLC. Friedman Decl. Ex. G (the
“Agreement”). The Agreement provided that First
Ascent would acquire the outstanding stock of Negri
Electronics for $7, 212, 819.34, payable over four years.
Id. at 1 & Appendix A. At closing, the Negri
brothers were to be given a total of $252, 837.24, which
Plaintiff admits he received. Id. Appendix A; Am.
Compl. ¶ 40. Friedman was not a party to this agreement
in his individual capacity, although he did sign the
agreement on behalf of First Ascent. Id. In addition
to the Agreement concerning the sale of the company, Negri
and First Ascent also entered into a consulting agreement
pursuant to which Negri would remain with the company as a
consultant to help with the transition. Negri Dep. Tr.
25:9-12. On December 31, 2013, Negri published a press
release announcing the acquisition, noting the
“exciting growth opportunity” the transaction
presented. Friedman Decl. Ex. H. at 3.
after this agreement was signed, First Ascent took control of
the operations of Negri Electronics, and things quickly took
a turn for the worse. The parties disagree about who caused
this unraveling. In the Amended Complaint, Negri claims that
Defendant began looting the company through large cash
withdrawals. Am. Compl. ¶¶ 41-45. Friedman claims,
to the contrary, that upon taking over Negri Electronics he
realized that the company had failed to pay various bills to
vendors and suppliers. See Def.'s 56.1
¶¶ 21-24; Friedman Decl. Ex. F (emails containing
requests for outstanding payments). Friedman states that the
acquired electronics company appeared to be “a sinking
ship and a ponzi [sic] scheme in disguise.” Def.'s
56.1 ¶ 70. An additional obstacle presented itself, on
February 11, 2014 when Plaintiff submitted a letter to
Defendant resigning from the company, stating “I
sincerely wanted to stay on and help the company grow, but as
you know things changed as soon as PJ [Louis] took the
reins.” Friedman Decl. Ex. K.
asserts that the circumstances surrounding the poor financial
state of Negri Electronics led him to seek out funding
sources “in order to keep the Company afloat.”
Def.'s 56.1 ¶ 54. On March 31, 2014, Defendant
secured a $3 million line of credit for Negri Electronics by
entering into a credit agreement with TCA Global Credit
Master Fund, LP (“TCA”). Friedman Decl. Ex. L. As
part of the credit agreement, Negri agreed to subordinate his
rights and claims to TCA. Friedman Decl. Ex. U; Negri Dep.
Tr. 35:5-12. The Amended Complaint alleges that on July 1,
2014, Friedman defaulted and failed to pay Negri payment due
under the Agreement. Am. Compl. ¶ 58. By the end of that
year, Plaintiff brought this case seeking payment under the
Agreement and alleging that Defendant had misused company
assets in a “shameless course of conduct.” Am.
Compl. ¶ 66. While this transaction clearly failed,
there are no facts in the record that indicate the ultimate
fate of the companies that entered into this doomed purchase
brought his initial complaint, along with his brother Philip
Negri, against Defendants Michael Friedman, Arthur Friedman,
First Ascent, LLC, and P.J. Louis, on December 31, 2014. Dkt.
No. 1. Plaintiffs amended their complaint on April 8, 2015.
Dkt. No. 29. On April 30, 2015, Plaintiffs voluntarily
dismissed Defendant P.J. Louis, and on May 4, 2015,
voluntarily dismissed Defendants Arthur Friedman and First
Ascent LLC. Dkt. Nos. 48 & 51. On September 4, 2015,
Plaintiff Philip Negri dismissed his claims against remaining
Defendant Michael Friedman, leaving only Plaintiff Ryan
Negri's claims against Defendant Michael Friedman.
between the two remaining parties took place from September
2015 to October 2016. Defendant moved for summary judgment on
all claims on December 20, 2016. Dkt. No. 123.
Plaintiff's opposition was due on February 2, 2017
pursuant to the Court's briefing schedule. Dkt. No. 119.
The Court sua sponte extended the deadline for
Plaintiff's opposition to February 24, 2017. Dkt. No.
127. Plaintiff did not file an opposition by that date. The
Court informed Plaintiff that Defendant's motion for
summary judgment would be decided in due course. Dkt. No.
is entitled to summary judgment on a claim if he can
“show[ ] that there is no genuine dispute as to any
material fact and [he is] entitled to judgment as a matter of
law.” Fed.R.Civ.P. 56(a); see also Celotex Corp. v.
Catrett, 477 U.S. 317, 322 (1986) (“[S]ummary
judgment is proper ‘if the pleadings, depositions,
answers to interrogatories, and admissions on file, together
with the affidavits, if any, show that there is no genuine
issue as to any material fact and that the moving party is
entitled to a judgment as a matter of law.'”
(quoting former Fed.R.Civ.P. 56(c))). A genuine dispute
exists where “the evidence is such that a reasonable
jury could return a verdict for the nonmoving party, ”
while a fact is material if it “might affect the
outcome of the suit under the governing law.”
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248
(1986). “Factual disputes that are irrelevant or
unnecessary will not be counted.” Id.
defeat a motion for summary judgment, Plaintiff “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) (quoting former Fed.R.Civ.P. 56(e)). “[M]ere
speculation or conjecture as to the true nature of the
facts” will not suffice. Hicks v. Baines, 593
F.3d 159, 166 (2d Cir. 2010) (internal quotation marks and
citations omitted). Plaintiff “must do more than simply
show that there is some metaphysical doubt as to the material
facts.” Matsushita, 475 U.S. at 586.
despite a sua sponte extension of time for Plaintiff
to oppose Defendant's motion for summary judgment,
Plaintiff failed to file any response to the motion. The
Second Circuit has explained how district courts should
review unopposed motions for summary judgment. See
Jackson v. Fed. Express, 766 F.3d 189 (2d Cir. 2014). As
an initial matter, a non-movant is not required to respond to
the motion, but “non-response runs the risk of
unresponded-to statements of undisputed facts proffered by
the movant being deemed admitted.” Id. at 194
(citing Fed.R.Civ.P. 56(e)(2)). Further, when deciding an
unopposed motion for summary judgment, the district court
need not “robotically replicate the
defendant-movant's statement of undisputed facts and
references to the record.” Id. at 197. In such