15-2032-cv
Valdin Invs. Corp. v. Oxbridge Capital Mgmt., LLC

                                 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 1st day of June, two thousand sixteen.

PRESENT:           JON O. NEWMAN,
                   JOSÉ A. CABRANES,
                   RAYMOND J. LOHIER, JR.,
                                Circuit Judges.


VALDIN INVESTMENTS CORPORATION,

                            Plaintiff-Appellant,                   15-2032-cv

                            v.

OXBRIDGE CAPITAL MANAGEMENT, LLC, OXBRIDGE
CAPITAL FUND I, LLC, OXBRIDGE CAPITAL FUND II,
LLC, OXBRIDGE CAPITAL FUND III, LLC, OXBRIDGE
CAPITAL FUND IV, LLC, OXBRIDGE CAPITAL FUND
V, LLC, OXBRIDGE CAPITAL FUND VI, LLC,
OXBRIDGE CAPITAL FUND VII, LLC, OXBRIDGE
CAPITAL FUND VIII, LLC, OXBRIDGE CAPITAL FUND
IX, LLC,

                            Defendants-Appellees.


FOR PLAINTIFF-APPELLANT:                                Jeffrey L. Rosenberg, Jeffrey L. Rosenberg
                                                        & Associates, LLC, Old Westbury, NY.




                                                    1
FOR DEFENDANTS-APPELLEES:                                     Lisa Solbakken, Robert Angelillo, Arkin
                                                              Solbakken LLP, New York, NY.

       Appeal from an order of the United States District Court for the Eastern District of New
York (Arthur D. Spatt, Judge).

     UPON DUE CONSIDERATION WHEREOF, IT IS HEREBY ORDERED,
ADJUDGED, AND DECREED that the order of the District Court be and hereby is
VACATED and the cause REMANDED.

         Plaintiff-appellant Valdin Investments Corporation (“Valdin”) appeals from a May 26, 2015
order of the District Court denying Valdin’s “motion to enforce court orders and stipulations”
against defendants-appellees (collectively, “Oxbridge”).1 Valdin presents 15 issues for review on
appeal. We cannot consider any of them, however, because Valdin lacks standing. We assume the
parties’ familiarity with the underlying facts, the procedural history of the case, and the issues on
appeal.

         Valdin seeks to enforce three “Settlement Orders,” under which Oxbridge purportedly owes
various obligations.2 But Valdin does not argue that Oxbridge owes those obligations to Valdin.
Rather, Valdin asserts that it assigned the relevant “interests and entitlements”—including the right
to enforce the Settlement Orders—to Pioneer Investment Management Limited, which in turn
assigned them to Sun Global Investments Limited.3 Valdin Br. 31, 33; see also App. 201–02,
224.Valdin’s assignment of its rights extinguished its claims against Oxbridge and deprived it of any
interest in this litigation. Valdin therefore lacks standing. See Aaron Ferer & Sons Ltd. v. Chase


    1
      As the District Court correctly observed, “there is nothing in the Federal Rules of Civil
Procedure styled a ‘motion to enforce.’” Valdin Invs. Corp. v. Oxbridge Capital Mgmt., LLC, 106 F.
Supp. 3d 316, 324 (E.D.N.Y. 2015) (quoting Martens v. Thomann, 273 F.3d 159, 172 (2d Cir. 2001)).
Because we resolve this appeal based on lack of standing, we need not address “the potential error
of terminology” in Valdin’s motion. See Hendrickson v. United States, 791 F.3d 354, 357 n.1 (2d Cir.
2015) (internal quotation marks omitted).
    2
     The Settlement Orders consist of a stipulation of settlement so-ordered by the District Court
on March 6, 2009 (the “First Stipulation”); an attachment order of the same date; and a “Second
Stipulation” of February 11, 2010, which was not ordered or approved by the District Court, but
which provides for that court’s jurisdiction.
    3
     We assume that Valdin’s assignment was effective. Although Oxbridge argues that Valdin
could not have assigned its obligations under the relevant agreements, Oxbridge does not dispute that
Valdin was permitted to assign its rights. Moreover, Valdin, as the party invoking federal jurisdiction,
bears the burden of establishing standing. Keepers, Inc. v. City of Milford, 807 F.3d 24, 39 (2d Cir. 2015).
Accordingly, we need not question Valdin’s assertions insofar as they demonstrate the absence of
standing.

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Manhattan Bank, Nat’l Ass’n, 731 F.2d 112, 125 (2d Cir. 1984). Valdin assigned its rights on August 1,
2010, which means that Valdin also lacked standing when it filed the instant motion on February 27,
2015. Accordingly, the District Court lacked subject-matter jurisdiction to reach the merits of
Valdin’s motion, and its order must be vacated.

         It is possible, of course, that Valdin’s assignee would have standing as the real party in
interest. See W.R. Huff Asset Mgmt. Co. v. Deloitte & Touche LLP, 549 F.3d 100, 107–11 (2d Cir. 2008).
Ordinarily, we would permit the real party in interest to ratify, join, or be substituted into the action
pursuant to Rule 17(a)(3) of the Federal Rules of Civil Procedure. See Advanced Magnetics, Inc. v.
Bayfront Partners, Inc., 106 F.3d 11, 20–21 (2d Cir. 1997).4 Here, however, Valdin, the sole plaintiff,
lacked standing on all of its claims. Its motion was therefore “a nullity” from the beginning, so that
there is “no lawsuit pending for the real party in interest to ‘ratify, join, or be substituted into’ under
Rule 17(a)(3) or otherwise.” Cortlandt St. Recovery Corp. v. Hellas Telecomms., S.à.r.l., 790 F.3d 411, 423
(2d Cir. 2015). 5

                                            CONCLUSION

        For the foregoing reasons, we VACATE the May 26, 2015 order of the District Court and
REMAND the cause to the District Court with direction to dismiss Valdin’s motion for lack of
subject-matter jurisdiction. Valdin’s motion to strike portions of Oxbridge’s supplemental appendix
and response brief is DENIED as moot.

                                                          FOR THE COURT:
                                                          Catherine O’Hagan Wolfe, Clerk




    4
     Rule 17(a)(3) provides in relevant part that “[t]he court may not dismiss an action for failure to
prosecute in the name of the real party in interest until, after an objection, a reasonable time has
been allowed for the real party in interest to ratify, join, or be substituted into the action.”
    5
      The District Court found that Valdin was dissolved in 2010. It is unclear whether a Panama
corporation may seek to enforce a court-ordered settlement agreement after that corporation’s
dissolution. See Valdin Invs. Corp., 106 F. Supp. 3d at 326–27; Fed. R. Civ. P. 17(b)(2) (providing that
a corporation’s capacity to sue or be sued is determined “by the law under which it was organized”);
compare Marsh v. Rosenbloom, 499 F.3d 165, 172 (2d Cir. 2007) (“Under the common law, dissolution
of a corporation terminated its existence as a legal entity, thus abating all pending actions by and
against it and terminating its capacity to sue or be sued.”), with N.Y. Bus. Corp. Law § 1006(a)(4)
(providing that a dissolved corporation “may sue or be sued . . . in its corporate name”). Because we
determine that Valdin lacks standing, we need not decide whether Valdin lacked the capacity to
bring the instant motion.

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