SuperCom Ltd. v. Sabby Volatility Warrant Master Fund Ltd.
- Loretta Preska
- 1:21-cv-02857
- U.S. District Court · Southern District of New York
- 5
SuperCom v. Sabby: Judge Preska denied valuation reconsideration and split interest-rate requests, applying New York law before judgment and federal law afterward.
SuperCom Ltd. and Sabby Volatility Warrant Master Fund Ltd.; the order determines the legal rules to use in calculating the judgment owed on Sabby’s contract counterclaim.
What happened
In SuperCom Ltd. v. Sabby Volatility Warrant Master Fund Ltd., the parties disputed the warrant’s value on the breach date and which law governed interest on Sabby’s contract judgment.
SuperCom asked the court to reconsider the warrant’s valuation, arguing that Sabby had not proved a waiver of Rule 144 paperwork. The court said the trial issues had already been decided and that only damages calculations remained. It also ruled that New York law governed interest before judgment, while federal law governed interest after judgment.
Judge Loretta A. Preska denied SuperCom’s request to reconsider valuation. She granted in part and denied in part both SuperCom’s request for federal rates before and after judgment and Sabby’s request for New York rates for both periods. The parties were ordered to submit a revised proposed judgment.
The detailed version
- SuperCom Ltd. v. Sabby Volatility Warrant Master Fund Ltd. · No. 1:21-cv-02857
- Loretta Preska
- Dec. 4, 2023
Background
The court addressed the parties’ disputes about (1) the warrant’s value as of the date of breach and (2) the interest rates that would apply to the judgment on Sabby’s counterclaim for breach of the Stock Purchase Agreement and Warrant. The case had been removed from state court based on federal-question jurisdiction arising from SuperCom’s federal securities-law claim. After trial, Sabby prevailed on its state-law contract claim based on SuperCom’s failure to honor Sabby’s exercise of the warrant.
Valuation
SuperCom asked the court to reconsider the warrant’s valuation, asserting that Sabby had not proved a waiver of Rule 144. The court explained that it had already considered the trial evidence and entered findings of fact and conclusions of law. The court stated that the underlying merits had already been litigated and that the only remaining issue was calculating damages. It also reiterated that Sabby properly exercised its purchase rights by sending a notice of exercise to the prescribed email address, making SuperCom’s failure to deliver the shares a breach after the required delivery period. The court said SuperCom had not identified any overlooked fact or law and denied the request to reconsider valuation.
Pre- and Post-Judgment Interest
Prejudgment interest is interest accruing before entry of judgment; post-judgment interest accrues after judgment. The court ruled that New York law applies to prejudgment interest on Sabby’s state-law contract claim. It ruled that federal law applies to post-judgment interest, using the formula in 28 U.S.C. § 1961. The court rejected the argument that the contract’s choice-of-law provision displaced the federal rule for post-judgment interest.
Disposition
The court denied SuperCom’s request to reconsider the warrant’s valuation. It granted in part and denied in part SuperCom’s request to apply federal interest rates before and after judgment, and granted in part and denied in part Sabby’s request to apply New York interest rates before and after judgment. The parties were ordered to confer and resubmit a proposed form of judgment consistent with the order by December 15, 2023.
Read the full 5-page opinion on CourtListener, the free public archive maintained by the Free Law Project.