17-0127-cv
U.S. Bank Nat’l Ass’n v. Dexia Holdings, Inc.


                                  UNITED STATES COURT OF APPEALS
                                     FOR THE SECOND CIRCUIT


                                         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 13th day of December, two thousand seventeen.

PRESENT:           JOSÉ A. CABRANES,
                   DEBRA A. LIVINGSTON,
                   SUSAN L. CARNEY,
                                Circuit Judges.



U.S. BANK NATIONAL ASSOCIATION, as Trustee for
the Registered Holders of Wachovia Bank
Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series
2006-C28, acting by and through its Special
Servicer CWCapital Asset Management LLC,

                             Plaintiff-Appellant,               17-0127-cv

                             v.




                                                    1
DEXIA HOLDINGS, INC., successor in interest to
Dexia Real Estate Capital Markets, f/k/a Artesia
Mortgage Capital Corporation,

                       Defendant-Appellee.



FOR PLAINTIFF-APPELLANT:                                   GREGORY A. CROSS (Colleen M. Mallon
                                                           on the brief), Venable LLP, Baltimore, MD.

FOR DEFENDANT-APPELLEE:                                    KENNETH I. SCHACTER (Dina R.
                                                           Kaufman on the brief), Morgan, Lewis &
                                                           Bockius LLP, New York, NY.

       Appeal from a judgment of December 19, 2016 of the United States District Court for the
Southern District of New York (Paul A. Engelmayer, Judge).

     UPON DUE CONSIDERATION WHEREOF, IT IS HEREBY ORDERED,
ADJUDGED, AND DECREED that the District Court’s judgment be and hereby is
AFFIRMED.

        Plaintiff-Appellant U.S. Bank National Association, as Trustee for the Registered Holders of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2006-C28, acting by and through its Special Servicer CWCapital Asset Management LLC
(“Trust”) appeals the District Court’s judgment awarding attorney’s fees to Defendant-Appellee
Dexia Holdings, Inc., successor in interest to Dexia Real Estate Capital Markets, formerly known as
Artesia Mortgage Capital Corporation (“Dexia”) in the litigation between them.

        To resolve this appeal, we need reach only four of the Trust’s arguments. These arguments
are that the District Court erred in: (1) declining to adhere to what the Trust asserts was the law of
the case; (2) interpreting the plain language of the applicable contracts to require the Trust to pay
Dexia’s attorney’s fees; (3) declining to reduce the award of fees against the Trust to avoid an
inequitable result; and (4) refusing to offset Dexia’s recovery in a separate proceeding against the
attorney’s fee award in the instant case. Upon due consideration, we conclude—for substantially the
same reasons given by the District Court—that these arguments are without merit.1 See U.S. Bank
Nat’l Ass’n v. Dexia Real Estate Capital Mkts., No. 12 Civ. 9412, 2016 WL 4368377, at *7 (S.D.N.Y.


   1
     In light of our resolution of these four issues, we do not decide, for example, whether the
District Court “erred in interpreting the obligation to pay attorneys’ fees as a ‘remedy.’” Pl.-
Appellant Br. 35.

                                                   2
Aug. 12, 2016) (law of the case); id. at *4 (plain text of contracts); id. at *8 (equity); U.S. Bank Nat’l
Ass’n v. Dexia Real Estate Capital Mkts., No. 12 Civ. 9412, 2016 WL 6996176, at *4-7 (S.D.N.Y. Nov.
30, 2016) (offset).

                                           CONCLUSION

        We therefore AFFIRM the District Court’s judgment of December 19, 2016.


                                                         FOR THE COURT:
                                                         Catherine O’Hagan Wolfe, Clerk




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