    09-4921-cv
    Lawrence v. U.S. Securities and Exchange Commission


                          UNITED STATES COURT OF APPEALS
                              FOR THE SECOND CIRCUIT

                                       SUMMARY ORDER
RULINGS BY SUM M ARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUM M ARY ORDER
FILED ON OR AFTER JANUARY 1, 2007, IS PERM ITTED AND IS GOVERNED BY FEDERAL RULE OF APPELLATE
PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1. WHEN CITING A SUM M ARY ORDER IN A
DOCUM ENT FILED W ITH THIS COURT, A PARTY M UST CITE EITH ER THE FEDERAL APPENDIX OR AN
ELECTRONIC DATABASE (WITH THE NOTATION “SUM M ARY ORDER”). A PARTY CITING A SUM M ARY ORDER
M UST 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 Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, in the City of
    New York, on the 19th day of July, two thousand ten.

    PRESENT:
                PIERRE N. LEVAL,
                BARRINGTON D. PARKER,
                PETER W. HALL,
                            Circuit Judges.
    __________________________________________

    Carl Lawrence and Warwick Capital Management,

                              Plaintiffs-Appellants,

                     v.                                                   09-4921-cv

    United States Securities and Exchange Commission,

                      Defendant-Appellee.
    ___________________________________________

    FOR APPELLANT LAWRENCE:                    CARL LAWRENCE , pro se, Bronxville, New York.

    FOR APPELLEE:                              CHRISTOPHER M. BRUCKMAN , Senior Counsel (Richard M.
                                               Humes, Associate General Counsel, Melinda Hardy,
                                               Assistant General Counsel, on the brief), United States
                                               Securities and Exchange Commission, Washington, D.C.
       Appeal from a judgment of the United States District Court for the Southern District of

New York (Robinson, J.).

       UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED, AND

DECREED that the appeal of Warwick Capital Management be DISMISSED, and the district

court’s judgment and its order denying plaintiffs-appellants’ motion for reconsideration be

AFFIRMED.

       This is an appeal from the district court’s order granting the Defendant’s motion to

dismiss the complaint of plaintiffs-appellants Carl Lawrence, pro se, and Warwick Capital

Management (“Warwick”), an unrepresented corporation, for lack of subject matter jurisdiction

pursuant to Fed. R. Civ. P. 12(b)(1), and from the district court’s order denying the Appellants’

motion for reconsideration of the dismissal. We assume the parties’ familiarity with the facts and

procedural history.

       As an initial matter, Lawrence named Warwick as a plaintiff below and as a party joined

in the instant appeal. See Shrader v. CSX Transp., Inc., 70 F.3d 255, 256 (2d Cir. 1995) (This

Court will “construe notices of appeal liberally, taking the parties’ intentions into account.”). We

dismiss Warwick’s appeal because a corporation may not appear pro se or be represented by a

non-lawyer. See Eagle Assocs. v. Bank of Montreal, 926 F.2d 1305, 1308-10 (2d Cir. 1991)

(holding that a “layman” may not represent a separate legal entity).

       We construe the notice of appeal as challenging both the district court’s order denying the

motion for reconsideration and the order dismissing the complaint. See Shrader, 70 F.3d at 256.

On appeal from a judgment dismissing a complaint for lack of subject-matter jurisdiction, this

Court reviews the district court's factual findings for clear error and its legal conclusions de novo.


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See Makarova v. United States, 201 F.3d 110, 113 (2d Cir. 2000). Although Lawrence did not

raise any new arguments in the motion for reconsideration, we liberally construe his brief as

challenging the denial of the motion for reconsideration as well as the dismissal of the complaint.

We review for abuse of discretion a district court order denying a motion for relief from a final

judgment pursuant to Fed. R. Civ. P. 60(b). See Transaero, Inc. v. La Fuerza Aerea Boliviana,

162 F.3d 724, 729 (2d Cir. 1998).

       Having reviewed the record according to these principles, we affirm the district court’s

order and judgment for substantially the reasons stated by the magistrate judge in his report and

recommendation. We have considered all of the Appellants’ arguments on appeal and find them

to be without merit. For the foregoing reasons, the appeal of Warwick Capital Management is

hereby DISMISSED and the district court’s judgment and its order denying the motion for

reconsideration are hereby AFFIRMED.



                                              FOR THE COURT:

                                              Catherine O’Hagan Wolfe, Clerk




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