INTL FCStone Markets, LLC v. Agro Santino OOD
- Jesse Furman
- 1:20-cv-02658
- U.S. District Court · Southern District of New York
- 3
In INTL FCStone Markets v. Agro Santino, Judge Furman denied pre-discovery summary judgment and partly granted and partly denied counterclaim dismissal.
INTL FCStone Markets, LLC must continue litigating Agro Santino OOD’s breach-of-contract counterclaim, while Agro’s unjust-enrichment and monies-had-and-received counterclaims were no longer proceeding under this order. The case also continued toward pretrial proceedings.
What happened
INTL FCStone Markets, LLC v. Agro Santino OOD concerns trades that Agro said were unauthorized under the parties’ agreement and FCStone’s retention of liquidation proceeds. FCStone sought summary judgment before discovery was completed.
The court denied FCStone’s summary-judgment motion because important factual questions remained, including the agreement’s terms, the authority of the Agro executive who directed the trades, FCStone’s knowledge, and whether the agreement was changed by the parties’ conduct. The court also granted in part and denied in part FCStone’s motion to dismiss Agro’s counterclaims: the breach-of-contract counterclaim remained, while the unjust-enrichment counterclaim was dismissed as duplicative and the monies-had-and-received counterclaim was treated as abandoned.
Judge Jesse M. Furman ordered FCStone to answer Agro’s remaining counterclaim within two weeks and reinstated the initial pretrial conference for July 15, 2021.
The detailed version
- INTL FCStone Markets, LLC v. Agro Santino OOD · No. 1:20-cv-02658
- Jesse Furman
- June 9, 2021
Background
INTL FCStone Markets, LLC (FCStone) filed a pre-discovery motion for summary judgment. Summary judgment is a decision without a trial that is appropriate when the opposing party lacks sufficient evidence on an essential part of its case. Agro Santino OOD (Agro) opposed the motion and asserted counterclaims.
The dispute involved trades that Agro alleged were not authorized under the parties’ agreement. The opinion identified several factual issues requiring further development, including:
- when the agreement was executed; - whether a Shareholder Resolution was incorporated into the agreement; - whether FCStone knew or should have known that the trades were unauthorized; - whether the Agro executive who directed the trades had actual or apparent authority; - whether Agro received trade confirmations and who received them; and - whether the parties modified the agreement through their course of performance.
Rulings
The court denied FCStone’s pre-discovery motion for summary judgment. It explained that this was not one of the rare cases in which a party opposing summary judgment should be denied the opportunity to obtain information needed to respond. The opinion also stated that, if Agro proved FCStone executed unauthorized trades, FCStone’s retention of liquidation proceeds otherwise belonging to Agro would presumably constitute a breach of contract.
The court granted in part and denied in part FCStone’s motion to dismiss Agro’s counterclaims:
- The motion was denied as to Agro’s breach-of-contract counterclaim, which remained pending. - The motion was granted as to Agro’s monies-had-and-received counterclaim because Agro did not respond to FCStone’s argument, so the court deemed that claim abandoned. - The motion was granted as to Agro’s unjust-enrichment counterclaim because the claim was duplicative of the breach-of-contract claim. The court reasoned that the claim rested on the same factual allegations and that the parties did not dispute that they had a contractual relationship.
Effect of the Order
FCStone was instructed to answer Agro’s remaining counterclaim no later than two weeks after the order. The court reinstated the initial pretrial conference and scheduled it for July 15, 2021, at 4:15 p.m. The Clerk of Court was directed to terminate ECF No. 34.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.