United States District Court, S.D. New York
OPINION AND ORDER
Edgardo Ramos, U.S.D.J.
Elizabeth Grayson (“Grayson” or
“Plaintiff”) brings this action against Ressler
& Ressler, a law firm, Ellen Werther
(“Werther”), and Bruce Ressler
(“Ressler”) (together, “Defendants”).
Before the Court is Defendants' motion to for summary
judgment pursuant to Rule 56 of the Federal Rules of Civil
Procedure. Doc. 144. For the reasons set forth below,
Defendants' motion for summary judgment is GRANTED.
lawsuit centers on an August 15, 2013 meeting between Werther
and Ressler and Robert Mayer (“Mayer”), counsel
for the bankruptcy trustee for Grayson's client
TradeWinds Airlines (“TW
Airlines”). At that time, Werther and Ressler
represented Coreolis Holdings (“Coreolis”) and
TradeWinds Holdings, Inc. (“TW Holdings”) in a
veil piercing suit against George Soros (“Soros”)
and Purnedu Chatterjee (“Chatterjee”), which was
consolidated with TW Airlines' similar veil piercing
gravamen of Grayson's suit against Defendants is that at
Werther and Ressler's private meeting with Mayer on
August 13, 2015, one or both of them made the following
defamatory comments about Grayson:
• Grayson was violating rules of professional ethics and
conduct by representing [TW Airlines], with whom she had a
conflict of interest;
• Because of her conflict of interest, Grayson could not
handle documents or take a leading role in depositions; and
• Grayson did not do her fair share of work on the veil
See Am Compl. (Doc. 97) ¶ 83; see Grayson, 271 F.Supp.3d
Factual Background 
History of the Consolidated Action
2005, Grayson represented Jet Star Airlines (“Jet
Star”) in a veil piercing action against Soros and
Chaterjee as owners of C-S Aviation. See Declaration of
Violet Elizabeth Grayson in Opposition to Defendants'
Motion for Summary Judgment (“Grayson Decl.”)
¶ 5. Ultimately, that case was resolved through a
settlement and confidentiality agreement, which required the
parties and counsel to keep confidential “the
existence, provisions, and substance of this Agreement, and
the claims for relief sought against Mr. Soros and/or Dr.
Chatterjee and the bases or asserted bases therefore.”
Declaration of Bruce Ressler in Support of Defendants'
Motion for Summary Judgment (“Ressler Decl.”)
(Doc. 146) Ex. 26 (“Keenan Op.”), at 4-5. Years
later, in 2008, TW Airlines secured a significant default
judgment against C-S Aviation. Grayson Decl. ¶¶
8-9. Grayson was retained to represent the trustee for TW
Airlines in a veil piercing suit against Soros and Chatterjee
and brought suit against them in this District in 2008.
Defs.' 56.1 ¶ 14. In that action, Chatterjee and
Soros each raised affirmative defenses relating to
Grayson's earlier representation of Jet Star:
Plaintiff's claim is barred because it is based on
information provided to plaintiff by its counsel in violation
of a confidentiality order entered by the Court in the Jet
Star Litigation and in violation of a settlement agreement
entered into by plaintiff's counsel in connection with
the Jet Star Litigation.
Defs.' 56.1 ¶¶ 25-26. In 2009, Soros also moved
to disqualify Grayson as TW Airlines' counsel based on
her alleged breach of the Jet Star confidentiality order and
settlement agreement. Id. ¶ 36. Judge Keenan,
before whom the case was pending, denied the motion, finding
that while in one respect Grayson “plainly violate[d]
her confidentiality obligations, ” her actions did not
“affect or taint” the TW Airlines litigation.
Id. ¶ 37; see also Keenan Op. at
and TW Holdings also made objections to Grayson's
representation of TW Airlines in the Bankruptcy
Court. In late 2008, they objected to
Grayson's appointment as special litigation counsel for
TW Airlines. Id. ¶¶ 63-64. They alleged
that Grayson held an adverse interest in the TW Airlines
estate, arguing that “the mere possibility that Ms.
Grayson may be using confidential and protected information
gained in the [Jet Star] litigation against C-S Aviation in
this case constitutes an actual or potential conflict of
interest with the estate, because the estate may be exposed
to claims for damages arising as a result of [TW
Airline's] use of such information.” Id.
¶¶ 65-67. On January 7, 2009, the Bankruptcy Court
authorized Grayson's appointment as special litigation
counsel, notwithstanding Coreolis' and TW Holdings'
objection. Id. ¶ 68. The Bankruptcy Judge did,
however, state on the record:
We have a suggestion that the attorneys which the trustee in
the trustee's business judgment wishes to engage may not
be disinterested. If they were engaged and it turned out
somewhere down the line that it was determined that they were
not disinterested, then they might be barred from collecting
a fee. So that is a risk that they probably need to be aware
of it they're going forward with this matter . . . .
See Ressler Decl. Ex. 44 (Transcript of January 7, 2009
2010, Ressler & Ressler represented Coreolis and TW
Holdings in a veil piercing action against Soros and
Chatterjee. Defs.' 56.1 ¶ 13. At some point, both
veil piercing actions were consolidated by Judge Keenan.
Id. ¶ 15. Coreolis, TW Holdings, and TW
Airlines entered into a joint prosecution agreement.
Id. ¶ 47. The agreement allowed the three
parties to pursue their common interests in responding to
legal issues raised by Soros and Chatterjee. Id.
to Grayson, she did most of the work in the consolidated
action, because she was more familiar with the facts, was an
exceptional legal researcher and writer, and because Werther
and Ressler were busy with a different case. Grayson Decl.
¶ 31. For example, she states that she assumed the lead
at the deposition of C-S Aviation's first President,
Bharat Bhise. Id. ¶ 34. In 2013, Werther
informed Grayson that she wanted to hire her friend, Martin
Bienenstock, to render an expert opinion on C-S
Aviation's financial condition. Id. ¶ 37.
Grayson did not think this was valuable, as she had obtained
a declaration about C-S Aviation's insolvency in the Jet
Star case. Id. ¶¶ 35, 37. Werther also
asked Grayson to pay for half of Bienenstock's fee, and
later pressed her to ask the trustee to fund the expenses.
Id. ¶¶ 37, 39.
August 10, 2013, Ressler and Werther stopped answering
Grayson's emails and phone calls. Id. ¶ 43.
Mayer also informed Grayson that he wanted to meet with her,
Ressler, and Werther. Id. ¶ 44. Ultimately,
however, Grayson met with Mayer ...