Ag Capital Funding Partners, L.P. v. State Street Bank and Trust Company
| Decision Date | 19 August 2004 |
| Docket Number | 3167. |
| Parties | AG CAPITAL FUNDING PARTNERS, L.P., et al., Plaintiffs, v. STATE STREET BANK AND TRUST COMPANY, Defendant and Third-Party Plaintiff-Respondent-Appellant. SALOMON SMITH BARNEY INC., et al., Third-Party Defendants-Appellants-Respondents. (And Another Action.) |
| Court | New York Supreme Court — Appellate Division |
Defendant and third-party plaintiff State Street Bank and Trust Company acted as trustee under certain indentures held by plaintiffs and secured by a pool of collateral. The collateral trust agreement, under which nonparty Bankers Trust Company acted as collateral trustee, contains provisions that permit additional debt to be secured when issued. To secure additional debt, the agreement states that the agents, trustees or similar representatives of the holders of such indebtedness "must deliver to the Trustee, for acceptance and registration in the Secured Indebtedness Register, an Additional Secured Indebtedness Registration Statement." Similarly, the registration statement provides, "By executing and delivering this Additional Secured Indebtedness Registration Statement and, upon the acceptance and recordation hereof by the Trustee in accordance with . . . the Collateral Trust Agreement, State Street Bank and Trust Company . . . hereby agrees on behalf of itself and the Holders it represents to be bound by all the terms and provisions of the Collateral Trust Agreement applicable to a Holder and a Secured Party Representative, as applicable."
Pursuant to these instruments, State Street assumed the contractual obligation to deliver to Bankers Trust a registration statement for any additional secured indebtedness. It is undisputed that no registration statement was delivered to the collateral trustee for two such additional debt issues, with the result that when the debtor declared bankruptcy, the holders of the notes were obliged to settle for less than they would have received had the notes been at par with other secured debt.
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Ag Capital Funding v. State Street Bank
...the contractual obligation to deliver to Bankers Trust a registration statement for any additional secured indebtedness" (10 A.D.3d 293, 294, 781 N.Y.S.2d 88 [2004]). We reinstated the contribution and negligence claims (5 N.Y.3d 582, 808 N.Y.S.2d 573, 842 N.E.2d 471 [2005]). In so holding,......
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MBIA Ins. Corp. v. Countrywide Home Loans, Inc.
..."introduce evidence of custom or industry practice to subvert the agreement's plain meaning." AG Capital Funding Partners, L.P. v. State St. Bank & Trust Co., 10 A.D.3d 293, 295 (1st Dep't 2004). Thus, the Court need not resort to extrinsic evidence here. Looking at the clear plain language......
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Ag Capital Funding v. State Street Bank
... 842 N.E.2d 471 ... 5 N.Y.3d 582 ... AG CAPITAL FUNDING PARTNERS, L.P., et al., Plaintiffs, ... STATE STREET BANK AND TRUST COMPANY, ... ...
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Oyster Optics, LLC v. Infinera Corp., CIVIL ACTION NO. 2:19-CV-00257-JRG
...language has a "fixed and invariable" meaning in the "industry in question." (Id. (citing AG Capital Funding Partners, L.P. v. State Street Bank & Trust Co., 781 N.Y.S.2d 88, 90 (N.Y. App. Div. 2004); Law Debenture Trust Co. of N.Y. v. Maverick Tube Corp., 595 F.3d 458, 466 (2d Cir. 2010)))......