Acumen Re Management Corp. v. General Security National Insurance, 769 F.3d 135

Acumen Re Management Corp. (Acumen) underwrote facultative reinsurance for Sorema under a 1994 Underwriting Agreement plus a 30% Contingency Commission Addendum; Sorema later became General Security.
A 2002 Termination Agreement required General Security to pay contingent commissions for underwriting years through April 30, 2002, and to continue providing quarterly loss reports.
General Security commuted certain certificates and recorded commutation payments as paid losses; it stopped sending quarterly reports after December 2004 and, in 2008, concluded no contingent commissions were due because Acumen’s certificates showed net losses.
Acumen sued in 2008 for breach of contract (one count alleging five theories of breach) and breach of the implied covenant; the latter was dismissed as duplicative.
The district court granted partial summary judgment for General Security, rejecting four of Acumen’s five breach theories and holding that, even if the remaining theory (data-quality in the contingency calculation) prevailed at trial, Acumen would be limited to nominal damages; the court certified the partial judgment under Rule 54(b) and closed the case.
The Second Circuit held that Acumen’s five theories are a single claim (one aggregate of operative facts) and that Rule 54(b) certification was improper; the appeal was dismissed for lack of jurisdiction.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether multiple theories in one breach count constitute separate "claims" for Rule 54(b)	Acumen: the five theories are distinct, involving separate factual and legal questions that can be appealed separately	Gen. Sec.: the theories arise from one contract and a single factual core, so they form one claim	Held: single claim — the five theories are interrelated parts of one breach claim, not separate claims
Whether the partial summary judgment determined a claim "finally" for Rule 54(b) purposes	Acumen: district court’s ruling rejecting four theories was final and severable	Gen. Sec.: no final claim was decided because data-quality theory remained	Held: not finally adjudicated — no claim was finally determined such that interlocutory appeal is proper under Rule 54(b)
Whether there was "no just reason for delay" under Rule 54(b)	Acumen: certification would avoid a pointless trial on nominal damages and save resources	Gen. Sec.: Rule 54(b) prerequisites not met; closing the case doesn’t make partial judgment final	Held: court need not reach merits of this factor because first two Rule 54(b) requirements failed
Whether the district court’s closure of the case made the order final	Acumen: closure and Rule 54(b) entry rendered decision appealable	Gen. Sec.: clerical closure cannot convert an interlocutory ruling into a final judgment	Held: label or closure does not change substance; closure did not render order final

Gottesman v. Gen. Motors Corp., 401 F.2d 510 (2d Cir. 1968) (defines a claim as the aggregate of operative facts giving rise to an enforceable right)
Hudson River Sloop Clearwater, Inc. v. Dep’t of Navy, 891 F.2d 414 (2d Cir. 1989) (claims are separate for Rule 54(b) when based on distinct factual and legal questions)
Backus Plywood Corp. v. Commercial Decal, Inc., 317 F.2d 339 (2d Cir. 1963) (multiple theories arising from one transaction constitute a single claim)
Seaboard Machinery Corp. v. Seaboard Machinery Corp., 267 F.2d 178 (2d Cir. 1959) (separate counts arising from one contract are not separate claims for Rule 54(b))
Info. Res., Inc. v. Dun & Bradstreet Corp., 294 F.3d 447 (2d Cir. 2002) (an order dismissing only part of a claim is non-final and not certifiable under Rule 54(b))
Polansky v. Pfizer, Inc., 762 F.3d 160 (2d Cir. 2014) (label of district court judgment does not control finality; substance governs)