Wells Fargo Trust Company, National Association v. Synergy Group Corp.

20-2177 Wells Fargo Trust Company, National Association v. Synergy Group Corp.

UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL.

1 At a stated Term of the United States Court of Appeals for the Second Circuit, held at the 2 Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York on the 3 26th day of May, two thousand twenty one. 4 5 Present: GUIDO CALABRESI, 6 ROSEMARY S. POOLER, 7 WILLIAM J. NARDINI, 8 Circuit Judges. 9 _____________________________________________________ 10 11 WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION, 12 NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS OWNER 13 TRUSTEE, 14 15 Plaintiff-Appellee, 16 17 v. 20-2177 18 19 SYNERGY GROUP CORP., 20 21 Defendant-Appellant. 22 _____________________________________________________ 23 24 Appearing for Appellant: Samuel Feldman, Orloff, Lowenbach, Stifelman & Siegel, P.A. 25 (David Gorvitz, on the brief), Morristown, N.J. 26 27 Appearing for Appellee: Judith A. Archer, Norton Rose Fulbright US LLP, New York, N.Y. 28 29 Appeal from the United States District Court for the Southern District of New York 30 (Schofield, J.). 31

1 ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED, 2 AND DECREED that the judgment of said District Court be and it hereby is AFFIRMED. 3 4 Synergy Group Corp. appeals from the June 9, 2020 judgment of the United States 5 District Court for the Southern District of New York (Schofield, J.) granting Wells Fargo Trust 6 Company summary judgment and damages of $13,516,403.12 and € 49,130.35 on its breach of 7 guaranties claim. We assume the parties’ familiarity with the underlying facts, procedural 8 history, and specification of issues for review. 9 10 We affirm for the reasons set out in the district court’s thorough and well-reasoned 11 opinion. The district court correctly concluded that the provisions in the agreements between the 12 parties providing that Wells Fargo was due payments for future rent, end of lease, and repair and 13 maintenance were not unenforceable penalties. To be enforceable, the liquidated damages 14 provision must be a proper “estimate, made by the parties at the time they enter into their 15 agreement, of the extent of the injury that would be sustained as a result of breach of the 16 agreement . . . .” JMD Holding Corp. v. Congress Fin. Corp., 4 N.Y.3d 373, 380 (2005) (citation 17 and internal quotation marks omitted). Synergy argues that the contested provisions providing 18 for the payments are unenforceable because they are not “estimate[s] . . . of the extent of the 19 injury” resulting from a breach. Id. However, as the district court properly determined, the 20 liquidated damages represent what Wells Fargo would have received if there was no breach, 21 making them reasonable estimates of future damages. 22 23 Synergy also challenges several of the district court’s evidentiary decisions. We review a 24 district court’s evidentiary rulings for abuse of discretion. Silverstein v. Chase, 260 F.3d 142, 25 145 (2d Cir. 2001). “The determination of whether, in all the circumstances, the records are 26 sufficiently reliable to warrant their admission in evidence is left to the sound discretion of the 27 trial court.” Potamkin Cadillac Corp. v. B.R.I. Coverage Corp., 38 F.3d 627, 633 (2d Cir. 1994). 28 Having reviewed each of the challenged evidentiary rulings, we find the district court did not 29 exceed the bounds of its discretion. 30 31 We have considered the remainder of Synergy’s arguments and find them to be without 32 merit. Accordingly, the judgment of the district court hereby is AFFIRMED. 33 34 35 FOR THE COURT: 36 Catherine O’Hagan Wolfe, Clerk 37