NRW, Inc. v. Bindra ( 2019 )

18‐2275‐cv
NRW, Inc. v. Bindra et al.
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 ASUMMARY ORDER@). A PARTY
CITING TO 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,
2 held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the
3 City of New York, on the 4th day of June, two thousand nineteen.
4
5 PRESENT: GUIDO CALABRESI,
6 GERARD E. LYNCH,
7 RAYMOND J. LOHIER, JR.,
8 Circuit Judges.
9 ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
10 NRW, INC.,
11
12 Plaintiff‐Appellant,
13
14 HENRI PFERDMENGES,
15
16 Plaintiff,
17
18 v. No. 18‐2275‐cv
19
20 MIKE BINDRA, LAURA DE PALMA,
21 SALA CORPORATION, MISTER ED
22 PRODUCTIONS, LTD.,
1
2 Defendants‐Appellees,
3
4 v.
5
6 MADE EVENT, LLC, EZ FESTIVALS, LLC,
7
8 Defendants.
9 ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐
10 FOR APPELLANT: LESLIE D. CORWIN (Simon
11 Miller & Rebecca Avrutin
12 Foley, on the brief), Eisner,
13 APC, New York, NY.
14
15 FOR APPELLEES: SARAH M. MATZ (Gary
16 Adelman, on the brief),
17 Adelman Matz, P.C., New
18 York, NY.
19
20 Appeal from a judgment of the United States District Court for the
21 Southern District of New York (Richard J. Sullivan, Judge).
22 UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,
23 AND DECREED that the judgment of the District Court is AFFIRMED.
24 NRW, Inc. appeals the judgment of the District Court (Sullivan, J.),
25 dismissing its claims against Mike Bindra, Laura De Palma, Sala Corporation,
26 Mister Ed Productions, Ltd., Made Event, LLC, and EZ Festivals, LLC. On
27 appeal, NRW argues that the District Court erred in dismissing its breach of
2
1 contract claim in the Second Amended Complaint based on an alleged
2 “Ownership Agreement” and denying leave to amend this complaint and the
3 Fourth Amended Complaint to include this claim. It also argues that the
4 District Court erred in dismissing its fraudulent inducement claim in the Second
5 Amended Complaint and denying leave to amend the Fourth Amended
6 Complaint to include this claim. We assume the parties’ familiarity with the
7 underlying facts and the record of prior proceedings, to which we refer only as
8 necessary to explain our decision to affirm.
9 1. Breach of Contract
10 We review NRW’s breach of contract claim based on the alleged
11 Ownership Agreement under Florida law.1 “[T]he parol evidence rule prevents
12 the terms of a valid written contract or instrument from being varied by a verbal
13 agreement or other extrinsic evidence where such agreement was made before or
14 at the time of the instrument in question.” Farrey’s Wholesale Hardware Co. v.
1 Although the parties rely on both Florida and New York law with respect to this
claim, as the “Profits Agreement” contains a Florida choice‐of‐law provision, we apply
Florida law to the breach of contract claim. We are not aware, and the parties have not
pointed us to, any relevant differences between Florida and New York law on this issue.
3
1 Coltin Elec. Servs., LLC, 263 So. 3d 168, 176 (Fla. Dist. Ct. App. 2018) (quotation
2 marks omitted). In addition, “a merger clause is a highly persuasive statement
3 that the parties intended the agreement to be totally integrated and generally
4 works to prevent a party from introducing parol evidence to vary or contradict
5 the written terms.” Duval Motors Co. v. Rogers, 73 So. 3d 261, 265 (Fla. Dist. Ct.
6 Ohio App. 2011) (quotation marks omitted).
7 Here, the “Profits Agreement” attached to Pferdmenges’s August 3, 2009
8 email contains a merger clause stating that “[t]his letter agreement contains the
9 entire understanding between NRW and Sala regarding the subject matter hereof
10 and supercedes all prior understandings or agreements relating to Zoo.” App’x
11 458. NRW argues that the merger clause relates only to Electric Zoo 2009 and
12 not the Ownership Agreement’s broader terms. But the Profits Agreement is an
13 integrated agreement even in the absence of a merger clause. No other terms
14 are necessary to complete the Profits Agreement, and it does not suggest the
15 existence or necessity of any other agreement. Because the Profits Agreement is
16 an integrated agreement, the parol evidence rule under Florida law (or, for that
17 matter, under New York law) bars its terms from being “varied” by extrinsic
4
1 evidence. See Farrey’s Wholesale Hardware, 263 So. 3d at 176; see also Primex
2 Int’l Corp. v. Wal‐Mart Stores, 89 N.Y.2d 594, 599–600 (1997). Because the
3 Ownership Agreement would vary the terms of the later Profits Agreement, the
4 District Court did not err in dismissing NRW’s breach of contract claim in the
5 Second Amended Complaint. NRW’s proposed Fifth Amended Complaint
6 contains the same defect, so the District Court appropriately denied as futile
7 NRW’s motion for leave to file that complaint to include the same claim. See
8 Nielsen v. Rabin, 746 F.3d 58, 62 (2d Cir. 2014); AGBL Enters., LLC v. Girlcook,
9 Inc., 96 So. 3d 1058, 1060 (Fla. Dist. Ct. App. 2012); Olive v. Tampa Educ. Cable
10 Consortium, 723 So. 2d 883, 884 (Fla. Dist. Ct. App. 1998); see also Solymar Invs.,
11 Ltd. v. Banco Santander S.A., 672 F.3d 981, 991–92 (11th Cir. 2012).
12 2. Fraudulent Inducement
13 Next, with respect to NRW’s fraudulent inducement claim, to state a claim
14 for fraudulent inducement under New York law,2 a plaintiff must show that “(1)
15 the defendant made a material false representation, (2) the defendant intended to
16 defraud the plaintiff thereby, (3) the plaintiff reasonably relied upon the
2 The parties appear to agree that New York law applies to this claim.
5
1 representation, and (4) the plaintiff suffered damage as a result of such reliance.”
2 Wall v. CSX Transp., Inc., 471 F.3d 410, 415–16 (2d Cir. 2006) (quotation marks
3 omitted); see Vermeer Owners, Inc. v. Guterman, 78 N.Y.2d 1114, 1116 (1991).
4 Further, “where a fraud claim arises out of the same facts as plaintiff’s breach of
5 contract claim, with the addition only of an allegation that defendant never
6 intended to perform the precise promises spelled out in the contract between the
7 parties, the fraud claim is redundant and plaintiff’s sole remedy is for breach of
8 contract.” Telecom Int’l Am., Ltd. v. AT & T Corp., 280 F.3d 175, 196 (2d Cir.
9 2001) (quotation marks omitted); see Spellman v. Columbia Manicure Mfg. Co.,
10 489 N.Y.S.2d 304, 308 (2d Dep’t 1985). In contrast, “New York law specifically
11 recognizes causes of action for fraud in the inducement when the
12 misrepresentation is collateral to the contract it induced.” Wall, 471 F.3d at 416;
13 see WIT Holding Corp. v. Klein, 724 N.Y.S.2d 66, 68 (2d Dep’t 2001).
14 Here, the alleged misrepresentations were not collateral. NRW’s fraud in
15 the inducement claim was duplicative of its breach of contract claim. The
16 District Court therefore did not err in dismissing the fraudulent inducement
17 claim in the Second Amended Complaint, or in denying leave to amend to
6
1 include the same claim in a proposed Fifth Amended Complaint.
2 We have considered NRW’s remaining arguments and conclude that they
3 are without merit. For the foregoing reasons, the judgment of the District Court
4 is AFFIRMED.
5 FOR THE COURT:
6 Catherine O=Hagan Wolfe, Clerk of Court
7