18-160(L)
American Railcar Industries, Inc. v. GyanSys, 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
29th day of March, two thousand nineteen.

Present:
                 ROSEMARY S. POOLER,
                 DENNY CHIN,
                             Circuit Judges.
                 ERIC N. VITALIANO, 1
                             District Judge.

_____________________________________________________

AMERICAN RAILCAR INDUSTRIES, INC.,

        Plaintiff-Counter-Defendant-Appellant-Cross-Appellee,

                          v.                                        18-160(L), 18-164 (XAP)

GYANSYS, INC.,

      Defendant-Counter-Claimant-Appellee-Cross-Appellant.
_____________________________________________________

Appearing for Appellant:           Edward J. Naughton, Brown Rudnick LLP (Rebecca M. Lecaroz,
                                   on the brief), Boston, MA.



1
  Judge Eric N. Vitaliano, United States District Court for the Eastern District of New York,
sitting by designation.
Appearing for Appellee:        Brian J. Paul, Faegre Baker Daniels LLP (Mark A. Voigtmann,
                               Shawna Eikenberry, Maureen Moss Buscher, on the brief),
                               Indianapolis, IN.

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

     ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED,
AND DECREED that the judgment of said District Court be and it hereby is AFFIRMED.

        American Railcar Industries, Inc. (“ARI”) appeals from the December 20, 2017,
judgment of the United States District Court for the Southern District of New York (Rakoff, J.)
contending that it was due additional damages in the amount of $14,866,257. GyanSys, Inc.
cross-appeals from that same judgment, challenging both the district court’s (1) award of
damages to ARI; and (2) dismissal of its claims against ARI for breach of contract. We assume
the parties’ familiarity with the underlying facts, procedural history, and specification of issues
for review.

       We affirm, primarily for the reasons set forth in the district court’s thorough and well-
reasoned opinion. The district court correctly concluded that the additional damages sought were
consequential, not general, damages, and that ARI failed to make the record necessary to support
any additional award.

       Contrary to GyanSys’s arguments, the district court did not definitively conclude that
ARI wrongly terminated the contract. While the district court found that ARI wrongfully
terminated for delay, it declined to reach ARI’s alternate argument that it was still entitled to
terminate for convenience. The district court correctly found that ultimately, the non-waiver
provisions of the agreement between the parties permitted ARI to recoup damages. See Luitpold
Pharm., Inc. v. Ed. Geistlich Söhne A.G. Für Chemische Industrie, 784 F.3d 78, 97 (2d Cir.
2015). Finally, we agree with the district court that GyanSys cannot recover in quantum meruit
because it did not demonstrate that the work for which it was not paid yielded a benefit to ARI.
Mid–Hudson Catskill Rural Migrant Ministry, Inc. v. Fine Host Corp. 418 F.3d 168, 175 (2d Cir.
2005).

        We have considered the remainder of the arguments raised by both parties and find them
to be without merit. Accordingly, the judgment of the district court hereby is AFFIRMED. Each
side to bear its own costs.


                                                      FOR THE COURT:
                                                      Catherine O’Hagan Wolfe, Clerk




                                                 2
