511 F. App'x 108
2d Cir.2013Background
- Siblings appeal a Southern District of New York summary judgment in favor of their brother George E. Robb, Jr.
- Siblings claimed breach of contract, constructive trust, and unjust enrichment related to family affairs and a buyout of RPM Securities, Inc.
- District court granted summary judgment for George Jr., ruling no enforceable contract and no basis for equitable relief.
- District court ordered siblings to produce certain emails; court held communications were not attorney-client or work product.
- Court also refused to consider a Langone declaration as untimely and too speculative.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract existence | Siblings allege an enforceable promise to 'take care of the family'. | Promise is too indefinite to enforce under New York law. | No enforceable contract; district court affirmed. |
| Constructive trust / unjust enrichment | Equitable relief warranted due to alleged misappropriation by George Jr. | No valid promise; buyout was arm's-length; no unjust enrichment. | Discretionary denial of constructive trust and restitution affirmed. |
| Attorney-client privilege / work product protection | Emails among siblings could be privileged for potential claims. | Not attorney-client communications or work product. | District court's document production order upheld. |
| Consideration of Langone declaration | Langone declaration should be considered as part of discovery. | Declaration was too remote and speculative and filed post-discovery. | No reversible error; district court acted within discretion. |
Key Cases Cited
- Eternity Global Master Fund Ltd. v. Morgan Guar. Trust Co. of N.Y., 375 F.3d 168 (2d Cir. 2004) (requires definite terms for contract formation)
- Dombrowski v. Somers, 41 N.Y.2d 858 (N.Y. 1977) (indefiniteness defeats contract enforcement)
- In re Flanagan, 503 F.3d 171 (2d Cir. 2007) (equitable remedies scrutiny; discretion preserved)
- United States v. Mejia, 655 F.3d 126 (2d Cir. 2011) (emails not attorney-client communications for privilege)
- United States v. Adlman, 134 F.3d 1194 (2d Cir. 1998) (work product doctrine considerations)
- Hickman v. Taylor, 329 U.S. 495 (U.S. 1947) (work product protection principles)
- Outley v. City of New York, 837 F.2d 587 (2d Cir. 1988) (district courts have wide discovery-discretion)
- In re Grand Jury Subpoenas Dated Mar. 19, 2002 & Aug. 2, 2002, 318 F.3d 379 (2d Cir. 2003) (work-product/publication considerations in discovery)