24-2500-cv Thieriot v. Laggner

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.

At a stated term of the United States Court of Appeals for the Second Circuit, held at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New York, on the 26th day of November, two thousand twenty-five.

PRESENT: AMALYA L. KEARSE, DENNIS JACOBS, RAYMOND J. LOHIER, JR., Circuit Judges. ------------------------------------------------------------------ JUAN PABLO THIERIOT,

Plaintiff-Appellee,

v. No. 24-2500-cv

WILLIAM LAGGNER,

Defendant-Appellant,

BILL LAGGNER,

Defendant. ------------------------------------------------------------------ FOR APPELLANT: ROBERT TULLY DUNLAP (Devin Freedman, on the brief), Freedman Normand Friedland LLP, Miami, FL

FOR APPELLEE: BENJAMIN D. BIANCO, Meister Seelig & Fein PLLC, New York, NY

Appeal from a judgment of the United States District Court for the

Southern District of New York (Jessica G. L. Clarke, Judge).

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED,

AND DECREED that the judgment of the District Court is AFFIRMED.

Defendant-Appellant William Laggner appeals from an August 19, 2024

judgment of the United States District Court for the Southern District of New

York (Clarke, J.) granting summary judgment in favor of Plaintiff-Appellee Juan

Pablo Thieriot on Thieriot’s breach-of-contract claim against Laggner. “We

review the district court’s grant of summary judgment de novo, construing the

facts in the light most favorable to the non-moving party and drawing all

reasonable inferences in its favor.” Ashley v. City of New York,

(2d Cir. 2021). We assume the parties’ familiarity with the underlying facts and

the record of prior proceedings, to which we refer only as necessary to explain

our decision to affirm. 2 I. Validity of the Assignment

The breach-of-contract claim arose from a settlement agreement under

which Laggner was obligated to pay Halsey Minor half of the first $750,000 in

proceeds from the sale of certain shares of stock. Laggner argues that Thieriot

was not a valid assignee of Minor’s rights to the share of the proceeds under the

settlement agreement because the agreement contains a clause that expressly

prohibits any assignment. Under New York law, which the settlement

agreement provided would govern, assignments are generally enforceable

notwithstanding an anti-assignment clause, unless the clause expressly specifies

that such assignments are void. See Brettler v. Allianz Life Ins. Co. of N. Am.,

, 454 (2023). Parties who intend to prohibit assignments must use

“clear language and the plainest words stating that an assignment made in

contravention of the original contract is void.”

(quotation marks omitted).

The anti-assignment clause in the settlement agreement does not contain

any clear language voiding assignments made in violation of its terms. Section

10 of the agreement provides only that “[n]o Party shall assign, delegate or

transfer to any person or entity its rights or responsibilities under this Settlement

Agreement without the prior written consent of all other Parties.” App’x 228.

3 It does not further provide that unconsented-to assignments are void or

unenforceable. The assignment here is thus “valid, and the clause is read

instead as a personal covenant not to assign that justifies only an award of

damages against the assignor for breach.” Brettler, 40 N.Y.3d at 454 (quotation

marks omitted).

Urging otherwise, Laggner relies on Fortunato v. Patten,

(1895), as recently reaffirmed in Brettler, to argue that even if an assignment is

valid between assignor and assignee, it cannot be enforced against a non-

consenting party where consent is required by contract. The contractual

language in Brettler and Fortunato, however, differs materially from the language

in the settlement agreement here. While the contract in Brettler included

language confirming that the original contracting party “will not be bound by

unnoticed assignments,” 40 N.Y.3d at 456, similar language is absent from the

settlement agreement.

Laggner also invokes Section 2(g) of the settlement agreement, which

states that “Minor agrees not to seek to transfer, assign, sell, or encumber said

Shares, or any interests therein.” App’x 223. At issue here, however, is Minor’s

assignment not of shares but rather the contractual right to payment contingent

4 upon Laggner’s sale of shares. The District Court correctly distinguished

between these separate rights.

For these reasons, we conclude that the assignment from Minor to Thieriot

is valid and the anti-assignment clause in the settlement agreement does not

render the assignment void or unenforceable against third parties. We therefore

need not reach the issue of whether all parties provided prior written consent for

the assignment.

II. Consummation of the Sale

The settlement agreement also provides that “Minor . . . shall only be

entitled to receive any proceeds upon the consummation of a sale of the Laggner

Shares.” App’x 222–23. The agreement contains an express choice-of-law

provision stating that it is to be governed by New York law. Laggner

acknowledges that New York law governs the interpretation of the settlement

agreement and does not dispute the application of the choice-of-law provision.

So the question of whether a sale was consummated within the meaning of the

settlement agreement is a matter of New York law. See Krumme v. WestPoint

Stevens Inc.,

(2d Cir. 2000).

With that in mind, Laggner argues that Thieriot, as Minor’s assignee, is not

5 entitled to any proceeds because Laggner’s sale of shares in Uphold Ltd. to Yuan

Yuan was never consummated under the settlement agreement’s terms as

interpreted under New York law.

Although the settlement agreement does not define the term

“consummation,” New York courts have long recognized that “to consummate”

means to complete or bring to completion. See, e.g., Schulman v. City of New York,

(1943); Wm. A. White & Sons v. La Touraine-Bickford’s Foods, Inc.,

(1st Dep’t 1975). The undisputed record shows that

Laggner’s sale of 40,000 shares to Yuan was completed: Laggner entered into a

written agreement with Yuan for the sale of the shares; Yuan paid the full

purchase price of $280,000; Yuan received a digital share certificate from the

company certifying her ownership of the shares; the sale was reflected in

Uphold’s official corporate records, with Laggner’s shares reduced by 40,000 and

Yuan listed as the owner of 40,000 shares; and Laggner retained the $280,000

payment and never returned or attempted to return the funds to Yuan.

Although Laggner acknowledges that New York law governs the

settlement agreement, he separately argues that Cayman Islands law is relevant

to whether a sale was consummated. First, Laggner maintains that the sale to

6 Yuan was not consummated because he failed to deliver a share transfer

document as required under Cayman Islands law. Even assuming that Cayman

Islands law requires such an instrument of transfer, under New York law “a

party cannot insist upon a condition precedent, when its non-performance has

been caused by himself.” A.H.A. Gen. Constr., Inc. v. New York City Hous. Auth.,

(1998) (quotation marks omitted). Laggner is thus prevented

from benefitting from his own failure to fulfill contractual obligations while

retaining the full proceeds of the sale.

Laggner also argues that his pending winding-up petition in the Grand

Court of the Cayman Islands renders the share transfer unconsummated because

the sale would be voided if he prevails. Laggner’s petition is still pending, and

in the meantime he has received and retained the sale proceeds. The District

Court properly determined that the sale was consummated for the purposes of

the settlement agreement, which triggered Laggner’s obligation to pay Thieriot

half of the sale proceeds.

III. Indispensable Parties

Laggner also argues that the District Court erred in not requiring the

joinder of Yuan and the other parties to the settlement agreement – Minor, David

7 Bechtel, and Outpost Capital Management – as indispensable parties under

Federal Rule of Civil Procedure 19. We disagree.

This Court has rejected “a bright-line rule that all parties to a contract are

indispensable.” CP Sols. PTE, Ltd. v. Gen. Elec. Co.,

(2d Cir.

2009). Rule 19 requires joinder only when the court cannot accord complete

relief among the existing parties or when the disposition of the action would

impair the ability of absent parties to protect their interests. See MasterCard Int'l

Inc. v. Visa Int'l Serv. Ass'n, Inc.,

, 385 (2d Cir. 2006); Fed. R. Civ. P.

19(a)(1). Here, complete relief can be accorded between Thieriot and Laggner

without joining the other parties. The dispute concerns only Thieriot’s right to

receive half the proceeds of Laggner’s sale of shares. None of the absent parties

claim any entitlement to these funds, nor has Laggner shown how their interests

would be impaired by this litigation. The District Court correctly determined

that this dispute could be resolved without the joinder of additional parties.

IV. Attorney’s Fees

In its August 19, 2024 judgment, the District Court ruled that under the

terms of the settlement agreement, Thieriot, as the prevailing party, is entitled to

an award of reasonable attorney’s fees incurred in this litigation. The District

8 Court ordered that the parties’ respective positions as to fees and costs be

submitted by September 18 and October 2, 2024. Also in September, Laggner

timely appealed the August 19, 2024 judgment. Although his brief on this

appeal challenges the District Court’s August 19, 2024 ruling that Thieriot is

entitled to fees, issues as to attorney’s fees amounts were not fully adjudicated in

the District Court until March 25, 2025. To the extent Laggner challenges the

August 2024 determination of Thieriot’s entitlement to attorney’s fees, we affirm

substantially for the reasons stated by the District Court in its August 19, 2024

opinion.

Laggner has also appealed the judgment entered in March 2025 that

determined, among other issues, the amount of fees awarded to Thieriot. That

appeal, No. 25-865, is pending before another panel of this Court. We express

no view as to the issues adjudicated subsequent to the August 19, 2024 judgment

before us.

9 CONCLUSION

We have considered Laggner’s remaining arguments and conclude that

they are without merit. For the foregoing reasons, the judgment of the District

Court is AFFIRMED.

FOR THE COURT: Catherine O’Hagan Wolfe, Clerk of Court

10