Energy Transportation Group, Inc. v. Borealis Maritime Limited
1:21-cv-10969
S.D.N.Y.Jul 8, 2025Background
- Energy Transportation Group, Inc. (ETG) sued Borealis Maritime Limited for breach of a 2012 Revenue Sharing Agreement (RSA) relating to carried interest from financing deals arranged via Miller Buckfire, an investment banking firm.
- The RSA entitled ETG to a 7.5% cut of the carried interest Borealis received from investments generated through financing introductions by Miller Buckfire.
- Borealis, with Miller Buckfire's guidance, secured three major financing deals (the Embarcadero Maritime funds) with KKR, a global investment firm; subsequent funds called Stanley Maritime Funds also involved similar parties.
- Disputes arose over whether ETG was entitled to carried interest from all these funds or only from the first, and if the claim was timely under New York law.
- Procedurally, both sides filed summary judgment motions and objected to certain pre-trial and discovery rulings, including the handling of sealing documents in the record.
- The court granted summary judgment in favor of ETG for its entitlement to carried interest from the first Embarcadero fund, let issues related to subsequent funds proceed to trial, and largely denied Borealis’ sealing requests.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Scope of "Financing" under RSA | ETG entitled to carried interest from all KKR-financed funds developed via Miller Buckfire introduction | Only deals arranged specifically by Miller Buckfire count; others are outside RSA | Text and extrinsic evidence ambiguous—jury to decide for funds after first; EM I is covered as a matter of law |
| Timeliness (Statute of Limitations) | Obligation to pay didn’t arise until carried interest was generated and withheld | Claim accrued when first financing closed (2013); claim is time-barred | Claim not time-barred; breach occurs when payment is withheld after interest accrues |
| Standing (Assignment Demand) | No assignment or separate demand required—entitlement is by contract terms | ETG lacks standing because it never demanded assignment of carried interest | No assignment/demand required under agreement |
| Partial Summary Judgment (Procedure) | Proper to adjudicate part of claim (EM I distributions) | Improper piecemeal resolution | Rule 56 allows judgment on part of a claim; motion granted for EM I |
Key Cases Cited
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (standard for summary judgment)
- Celotex Corp. v. Catrett, 477 U.S. 317 (burden-shifting framework for summary judgment)
- Eli-Cruikshank Co. v. Bank of Montreal, 81 N.Y.2d 399 (statute of limitations accrues on breach)
- Riverside S. Planning Corp. v. CRP/Extell Riverside, L.P., 13 N.Y.3d 398 (judicial interpretation must not add or omit contract terms)
- Rowe v. Great Atl. & Pac. Tea Co., 46 N.Y.2d 62 (freedom of contract principle)
- Rothenberg v. Lincoln Farm Camp, Inc., 755 F.2d 1017 (preference for contract interpretation giving effect to all terms)