Pues Family Trust Ira Ex Rel. Pues v. Parnas Holdings Inc.

SUMMARY ORDER Defendants-Appellants Lev Parnas and Parnas Holdings Inc. appeal the District Court’s judgment awarding $350,000 plus interest and costs to Plaintiff-Appellee Pues Family Trust IRA. Following a bench trial, the District Court found Defendants liable for breach of contract based on their failure to repay a loan made by the Trust. On appeal, Defendants assert that, in its Order, the District Court made irreconcilably inconsistent rulings about whether Lev Parnas was personally bound as a co-obligor or guarantor under the oral loan agreement. And, to the extent that the District Court concluded that Parnas was a co-obligor and not a guarantor, they contend the District Court clearly erred. We assume the parties’ familiarity with the underlying facts and the procedural history of this case, to which we refer only as necessary to explain our decision to affirm. We' construe court orders “like other written instruments, except that the determining factor is not the intent of the parties, but that of the issuing court.” United States v. Spallone, 399 F.3d 415, 424 (2d Cir. 2005). We think the District Court’s Order, fairly read, adequately demonstrates the court’s intention to hold that the oral loan agreement bound Lev Parnas as a co-obligor with Parnas Holdings Inc. Indeed,, the court explicitly rejected Par-nas’s argument that he was merely a guarantor. It ruled: The defendants ... contend that this complaint “has not asserted a cause of action against Lev as borrower but rather as guarantor.” As stated above, the Court finds that the loan ... was made to both defendants, Lev Parnas and Par-nas Holdings Inc. and therefore, both defendants are liable for repayment of the loan. *5 App. 143. To the extent that the Order suggests that the agreement bound Parnas as a guarantor or uses language inconsistent with the finding that he was a co-obligor, we think that primarily reflects the parties’ own imprecise usage and not the District Court’s conflicting intentions. We thus conclude that the District Court intended to hold Lev Parnas personally liable as a co-obligor. We also reject Defendants’ contention that the District Court’s holding to that effect was clearly erroneous. Where, as here, the parties contest the terms of an oral agreement, identifying the terms of the contract presents an issue of fact. Niemira v. Dean, 245 A.D.2d 1068, 666 N.Y.S.2d 75, 75 (1997) (“The parties’ conflicting accounts of the terms of the oral agreement raised questions of fact.... ”). We review the District Court’s findings on such facts for clear error. See Vasquez v. GMD Shipyard Corp., 582 F.3d 293, 297 (2d Cir. 2009). Under that standard, this Court “give[s] due regard to the trial court’s opportunity to judge the witnesses’ credibility,” and, “[wjhere there are two permissible views of the evidence, the fact-finder’s choice between them cannot be clearly erroneous.” Id. (quoting Fed. R. Civ. P. 52(a)(6) and Anderson v. Bessemer City, 470 U.S. 564, 573-74, 105 S.Ct. 1504, 84 L.Ed.2d 518 (1985)). Under New York law, “[t]he nature of [a loan] obligation depends upon the. parties’ intention.” Brewster Transit Mix Corp. v. McLean, 169 A.D.2d 1036, 565 N.Y.S.2d 316, 316 (1991). Here the District Court concluded, having evaluated the conflicting testimony of Pues and Parnas, that the parties intended to bind Parnas as a co-obligor. We see no reason to consider this finding clear error. [[Image here]] We have considered Defendants’ remaining arguments on appeal and find