Greenlight Capital Inc. v. Fishback

Background

Greenlight Capital, Inc. brought a one-count breach-of-contract action against James Fishback. The court stated that it had jurisdiction under 28 U.S.C. § 1332(a). Greenlight moved for summary judgment under Federal Rule of Civil Procedure 56.

Fishback executed two notes in favor of Greenlight. The First Note, executed on February 1, 2023, had an original principal amount of $222,346.12 and a maturity date of February 1, 2024. The Second Note, executed on July 12, 2023, had an original principal amount of $115,000 and a maturity date of October 12, 2023. The lawsuit sought payment under the First Note.

The notes required payment of outstanding principal, accrued interest, and other amounts on the maturity date. They also required immediate repayment if Fishback stopped being a Greenlight employee and provided Greenlight with security interests in specified collateral and setoff rights. Under the notes, a failure to pay that continued uncured for five days constituted a default. The notes were governed by New York law.

Fishback resigned from Greenlight effective August 15, 2023. He did not make payments under either note after his resignation. Greenlight later sent a conditional forbearance letter, but Fishback never responded, and the parties never entered a written agreement modifying the notes. Fishback alleged that he had reached a different oral forbearance agreement, but he offered no evidence supporting that allegation.

On September 30, 2023, Greenlight redeemed Fishback’s interests in DME Management GP, LLC for $131,383.02. Greenlight applied the proceeds first to pay the Second Note in full and then partially to pay the First Note. After that application, the First Note had a remaining principal balance of $215,174.47, with interest accruing at $26.72 per day.

Arguments and Analysis

Greenlight argued that there was no genuine dispute about Fishback’s obligation to repay the First Note. Fishback’s opposition did not present substantive factual or legal arguments. His only developed argument was that substantial discovery remained outstanding, but discovery had concluded. His answer and later filings also referred to defenses including estoppel, unclean hands, the first-breach doctrine, waiver, unjust enrichment, and an oral forbearance agreement. The court found that Fishback provided no evidence or legal arguments supporting those defenses. The court also noted that Fishback admitted that, under the written First Note, Greenlight was entitled to collect no later than February 1, 2024.

The court explained that summary judgment is proper when the evidence shows no genuine dispute about a material fact and the moving party is entitled to judgment under the law. Even though Fishback did not properly oppose the motion, the court independently examined Greenlight’s evidence and legal theory.

Applying New York law, the court stated that a breach-of-contract claim requires an agreement, the plaintiff’s adequate performance, the defendant’s breach, and damages. The court concluded that Greenlight proved these elements through the First Note and the undisputed payment history. Fishback failed to pay the outstanding balance by the February 1, 2024 maturity date and did not cure the failure within five days. That failure was a default under the First Note and entitled Greenlight to the remaining principal and accrued interest.

The court did not need to decide the effect of Fishback’s resignation or the parties’ forbearance discussions because those events did not modify the First Note’s requirements that Fishback repay the debt by February 1, 2024. The court likewise found Fishback’s unsupported defenses insufficient to defeat summary judgment.

Disposition

Judge Laura Taylor Swain granted Greenlight’s motion for summary judgment in full. Greenlight was awarded the First Note’s remaining principal of $215,174.47, plus interest at $26.72 per day from November 1, 2023, through the date judgment is entered. Greenlight was also awarded post-judgment interest at the rate prescribed by 28 U.S.C. § 1961.

The Memorandum Order resolved docket entry 13, and the clerk was directed to enter judgment for Greenlight accordingly. The order stated that any motion for attorney’s fees could be made under Federal Rule of Civil Procedure 54(d)(2), but it did not award attorney’s fees in this order.