12-1999 Royston v. Lancier Group, L.L.C. 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 2 for the Second Circuit, held at the Thurgood Marshall United 3 States Courthouse, 40 Foley Square, in the City of New York, 4 on the 7th day of February, two thousand thirteen.

6 PRESENT: DENNIS JACOBS, 7 Chief Judge, 8 AMALYA L. KEARSE, 9 SUSAN L. CARNEY, 10 Circuit Judges.

12 - - - - - - - - - - - - - - - - - - - -X 13 Daniel M. Bleznak, as trustee and 14 beneficiary of the Alan D. Bleznak 15 2005 Life Insurance Trust, 16 Plaintiff, 18 Patricia Royston, as trustee of the 19 Alan D. Bleznak 2005 Life Insurance 20 Trust, 21 Plaintiff-Appellant, 23 -v.- 12-1999 25 Alston & Bird, LLP, 26 Defendant, 28 Wells Fargo Bank, N.A., 29 Defendant-Counter Claimant, Marvin Lundy, successor trustee of the Alan D. Bleznak 2005 Life Insurance Trust, 5 Counter Defendant, Lancier Group, L.L.C., 8 Defendant-Appellee.

10 - - - - - - - - - - - - - - - - - - - -X FOR APPELLANT: Thomas L. David, Thomas L.

13 David, P.A., Coral Gables, 14 Florida.

16 FOR APPELLEE: Peter A. Bicks (Philipp 17 Smaylovsky, Brian D. Ginsberg, 18 Silvia A. Babikian, on the 19 brief), Orrick, Herrington & 20 Sutcliffe LLP, New York, New 21 York.

23 Appeal from a judgment of the United States District Court for the Southern District of New York (Jones, J.).

26 UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that the judgment of the district court be AFFIRMED.

30 Patricia Royston, as trustee of the Alan D. Bleznak 2005 Life Insurance Trust (the “Trust”), appeals from the judgment of the United States District Court for the Southern District of New York (Jones, J.), granting summary judgment in favor of Lancier Group, L.L.C. We assume the parties’ familiarity with the underlying facts, the procedural history, and the issues presented for review.

38 After an involved series of insurance transactions, the Trust seeks to recover from Lancier Group the commission paid by the Trust for the sale of certain life insurance policies owned by the Trust. The Trust sued Lancier Group for conversion and restitution, among other things, essentially challenging the validity of the assignment to Lancier Group of contracts entitling it to a commission for the sale of the policies. Because Lancier Group was lawfully entitled to the commission, the district court properly granted Lancier Group summary judgment.

6 The Trust argues that the agreements entitling Lancier Group to commission were not subject to the UCC and therefore not properly transferred to Lancier Group.

9 However, under ordinary principles of contract law, Lancier Group was validly assigned the rights and obligations under the agreements, regardless of whether the sale was required to be conducted in accordance with the procedures of the UCC. In any event, the Trust expressly and implicitly ratified Lancier’s assumption of the rights and obligations under the agreements.

17 For the foregoing reasons, and finding no merit in the Trust’s other arguments, we hereby AFFIRM the judgment of the district court.

21 FOR THE COURT: 22 CATHERINE O’HAGAN WOLFE, CLERK