Alliance Shippers Inc. v. Garcia
Alliance Shippers Inc. v. Garcia
Opinion
SUMMARY ORDER
Plaintiff Alliance Shippers, Inc. (“Alliance”) appeals from the judgment of the United States District Court for the Southern District of New York (Forrest, J.), dismissing the complaint on motion. Alliance alleges that it provided freight transportation services to Krisp-Pak Sales Corp. (“Krisp-Pak”), a produce seller, and has never received payment. 1 Alliance alleges that defendants John Garcia and Carlos Garcia, who were officers of Krisp-Pak, fraudulently transferred money from Krisp-Pak to themselves. We assume the parties’ familiarity with the underlying facts, the procedural history, and the issues presented for review.
1.The district court dismissed the fraudulent transfer cause of action for failure to state a claim. Under Federal Rule of Civil Procedure 9(b), all claims of fraud are subject to a heightened pleading standard and must be pleaded with particularity; plaintiffs are required to detail the statements or omissions that the plaintiff contends are fraudulent, identify the speaker, state where and when the statements were made, and explain why the statements are fraudulent. See Fin. Guar. Ins. Co. v. Putnam Advisory Co., 783 F.3d 395, 402-03 (2d Cir. 2015).
As the district court ruled, the plaintiff has not identified a single factual allegation in its amended complaint that would support an inference of fraudulent intent by the defendants. While, under Rule 9(b), intent need not “be alleged with great specificity,” Chill v. Gen. Elec. Co., 101 F.3d 263, 267 (2d Cir. 1996), the plaintiff has made no allegations of fact to support his characterization of the loans the defendants made as “capital contributions,” nor are there any other allegations in the complaint that suggest fraudulent intent.
2. The district court dismissed the plaintiffs recharacterization and equitable subordination claims as bankruptcy claims that are not properly before a district court. The district court did not err. See, e.g., HBE Leasing Corp. v. Frank, 48 F.3d 623, 634 (2d Cir. 1995) (“Equitable subordination is distinctly a power of federal bankruptcy courts, as courts of equity, to subordinate the claims of one creditor to those of others.”).
3. The plaintiff argues that the defendants, as shareholders and officers, owed fiduciary duties to Krisp-Pak’s creditors and that those duties were breached. The plaintiff has not alleged facts that would support this claim. Instead, its brief makes arguments for piercing the corporate veil that have no apparent connection or rele- *13 vanee to the breach of fiduciary duty allegations. Accordingly, this claim is also dismissed.
4. The district court denied the plaintiffs motion to amend its complaint. However, the plaintiff has already amended its complaint once, and we have held that, in such circumstances, a district court does not abuse its discretion when it denies further leave to amend. ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 108 (2d Cir. 2007); McLaughlin v. Anderson, 962 F.2d 187, 195 (2d Cir. 1992). Accordingly, the district court did not abuse its discretion in denying the plaintiffs request to amend.
For the foregoing reasons, and finding no merit in the plaintiffs other arguments, we hereby AFFIRM the judgment of the district court.
. Alliance previously obtained a $371,007.68 judgment in New Jersey Superior Court in its favor against Krisp-Pak, which is not a party to this suit. According to the amended complaint, Krisp-Pak “began the process of informal liquidation in or around 2012.” Am. Compl. ¶ 33. According to the defendants, Krisp-Pak was never actually dissolved.
Reference
- Full Case Name
- ALLIANCE SHIPPERS INC., Plaintiff-Appellant, v. John J. GARCIA, Individually and as Agent of Krisp-Pak Sales Corp., and Carlos O. Garcia, Individually and as Agent of Krisp-Pak Sales Corp., Defendants-Appellees
- Status
- Unpublished