Commerzbank AG v. U.S. Bank N.A.

Background

Commerzbank moved for reconsideration under Southern District of New York Local Rule 6.3(a) of the court’s earlier summary-judgment decision. That earlier decision granted in part and denied in part U.S. Bank’s motion for summary judgment. Commerzbank also asked, alternatively, for permission to seek an interlocutory appeal under 28 U.S.C. § 1292(b) or for certification of a legal question to the Ohio Supreme Court.

Commerzbank challenged three aspects of the earlier decision: the conclusion that New York law governed the sale of certain certificates; the conclusion that Commerzbank had not shown ownership of two Duke Repo Certificates and therefore lacked standing as to them; and the application of German law to the statute of limitations.

Motion for Reconsideration

The court explained that reconsideration is limited to situations involving an intervening change in controlling law, newly available evidence, or a need to correct a clear error or prevent serious unfairness. It is not an opportunity to repeat arguments, present new theories, or relitigate a fully considered motion.

The court rejected Commerzbank’s challenge to the choice-of-law ruling. It held that Commerzbank had repeated arguments from its summary-judgment briefing and had not shown that the court misapplied Ohio’s “most significant relationship” test. The court maintained that, under Ohio authority, the sale was performed in New York through the Depository Trust Company, supporting application of New York law.

The court also rejected Commerzbank’s claim that it had presented evidence showing later ownership of the two Duke Repo Certificates. The court found that the documents Commerzbank cited were difficult to interpret, did not clearly identify the certificates at issue, or had not been adequately explained in the earlier briefing. The court concluded that Commerzbank had not shown clear error.

Finally, the court rejected Commerzbank’s statute-of-limitations arguments. It held that Commerzbank had not shown that the court used the wrong Ohio borrowing-statute test. The court also maintained that, under the German law discussed in the earlier decision, the limitations period was not restarted by each later breach in the circumstances presented. The cases Commerzbank cited did not establish that result under German law.

Requests for Appellate Review and Certification

The court denied Commerzbank’s request for an interlocutory appeal. It explained that such appeals are strongly disfavored and require, among other things, a controlling legal question, substantial disagreement about the answer, and a likelihood that immediate review would materially advance the litigation. The court found that Commerzbank had not shown the exceptional circumstances required for an early appeal.

The court also denied Commerzbank’s request to certify a question to the Ohio Supreme Court about whether Ohio uses a “place of injury” or “most significant relationship” test for determining the applicable statute of limitations. The court concluded that the Ohio Supreme Court had already addressed the issue in controlling authority and that Commerzbank had not identified a conflict with that authority.

Disposition

The court denied Commerzbank’s motion for reconsideration, interlocutory appeal, or certification of a question to the Ohio Supreme Court. The clerk was directed to terminate the motion pending at ECF No. 399.