Pujals v. Standard Chartered Bank, 080813 FED2, 12-2240-cv

Docket Nº:12-2240-cv
Party Name:Jose Antonio Pujals and Rosa Julieta A. de Pujals, individually and in their representative capacities for all those similarly situated, Plaintiffs-Appellants, v. Standard Chartered Bank, Standard Chartered Bank International (Americas) Limited, Defendants-Appellees.[*]
Attorney:FOR APPELLANT: David Rothstein, Dimond, Kaplan & Rothstein, P.A. Miami, Florida. FOR APPELLEE: Diane L. McGimsey (Sharon L. Nelles, Bradley P. Smith, Patrick B. Berarducci, on the brief), Sullivan & Cromwell LLP, Los Angeles, California.
Judge Panel:Present CHESTER J. STRAUB, PETER W. HALL, CHRISTOPHER F. DRONEY, Circuit Judges.
Case Date:August 08, 2013
Court:United States Courts of Appeals, Court of Appeals for the Second Circuit

Jose Antonio Pujals and Rosa Julieta A. de Pujals, individually and in their representative capacities for all those similarly situated, Plaintiffs-Appellants,

v.

Standard Chartered Bank, Standard Chartered Bank International (Americas) Limited, Defendants-Appellees. [*]

No. 12-2240-cv

United States Court of Appeals, Second Circuit

August 8, 2013

UNPUBLISHED OPINION

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 8th day of August, two thousand thirteen.

Appeal from a judgment of the United States District Court for the Southern District of New York (Marrero, J.).

FOR APPELLANT: David Rothstein, Dimond, Kaplan & Rothstein, P.A. Miami, Florida.

FOR APPELLEE: Diane L. McGimsey (Sharon L. Nelles, Bradley P. Smith, Patrick B. Berarducci, on the brief), Sullivan & Cromwell LLP, Los Angeles, California.

Present CHESTER J. STRAUB, PETER W. HALL, CHRISTOPHER F. DRONEY, Circuit Judges.

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment of the district court is AFFIRMED.

Plaintiffs–Appellants Jose Antonio Pujals and Rosa Julieta A. de Pujals ("Plaintiffs") appeal the district court's dismissal of their breach of contract and unjust enrichment claims for failure to state a claim under Fed.R.Civ.P. 12(b)(6) and its denial of their motion for leave to file a further amendment to their complaint. We assume the parties' familiarity with the underlying facts, the procedural history, and the issues presented for review.

"We review de novo the grant of a motion to dismiss for failure to state a claim upon which relief can be granted under Federal Rule of Civil Procedure 12(b)(6)." Harris v. Mills, 572 F.3d 66, 71 (2d Cir. 2009). "We consider the legal sufficiency of the complaint, taking its factual allegations to be true and drawing all reasonable inferences in the plaintiff's favor." Id.

Plaintiffs contend that the district court erred in rejecting their argument that Net Asset Value ("NAV") in the Purchase Letter agreement between Plaintiffs and the Defendant only authorized the Defendant to charge a monthly account fee based on the "actual NAV" of Plaintiffs' shares in a hedge fund rather than the NAV calculated and reported by the hedge fund. Because the Purchase Letter does not define NAV, Plaintiffs argue that the term is ambiguous and the district court should not have granted Defendant's motion to dismiss because this ambiguity can only be resolved by considering extrinsic evidence.

Plaintiffs further contend that this Court may not consider the Sentry Fund Subscription Agreement ("Subscription Agreement") or Fairfield Sentry Limited Confidential Private Placement Memorandum ("Offering Memorandum") in our review. We disagree. The contract between purported lead plaintiff Jose Pujals and the bank that enabled him to invest in the Sentry Fund, American Express Bank, reads as follows:

Please purchase on my behalf $190, 000 of Fairfield Sentry Limited ("the Fund"), Class B shares ("the Shares").

I have received the Offering Memorandum and Subscription Agreement for the Fund.

I understand that in connection with my purchase of Shares, my account will be charged a distribution and servicing fee of .50% per annum, calculated monthly based on the month end NAV of the Shares and payable on a quarterly basis. J.A. 282.

"It is a generally accepted rule of contract law that, where a writing...

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