Jiaxing Leadown Fashion Co. Ltd. v. Lynn Brands LLC, 1:21-cv-00976

Background

Plaintiff Jiaxing Leadown Fashion Co. Ltd. (Leadown), a Chinese apparel manufacturer, sold specially labeled women’s clothing to defendant Lynn Brands LLC per signed invoices; individual defendants Shawn and Cathy Wang are Lynn Brands’ principals.
Leadown made seven shipments; Lynn Brands accepted shipments but later claimed widespread customer returns for quality defects and stopped paying; Lynn Brands paid $100,000, leaving $475,475.80 unpaid.
Leadown alleges defendants intentionally caused defects to withhold payment and brought claims for breach of contract, fraud, and conversion in the Southern District of New York.
Defendants moved for judgment on the pleadings under Rule 12(c), arguing Leadown suffered no damages because China Export & Credit Insurance Corporation (China Export) indemnified or became the real party in interest via a Collection Trust Deed.
Leadown submitted a supplemental declaration saying (among other things) China Export paid a $90,000 insurance payout, did not collect from Lynn Brands, and Leadown terminated China Export’s collection authorization before suing.
The Court denied the Rule 12(c) motion, finding factual disputes about the Trust Deed’s effect and China Export’s status as the real party in interest and rejecting defendants’ late discovery demands raised in reply.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Leadown lacks damages because China Export indemnified losses, so Rule 12(c) dismissal is warranted	China Export did not collect from Lynn Brands, paid only a $90,000 payout (subject to repayment), and Leadown terminated China Export’s authorization before suit	The Trust Deed/insurance made China Export the real party in interest and fully indemnified Leadown, so Leadown has no damages	Denied — disputed factual issues (assignment/indemnification) preclude dismissal on the pleadings
Whether the Collection Trust Deed may be considered on a Rule 12(c) motion	The Trust Deed should not be considered because it was attached to the Answer, not the complaint	The Trust Deed supports defendants’ argument and should be considered	Court may consider the Trust Deed as it is “integral” to the SAC (plausibly affected alleged damages)
Whether the Trust Deed effected an assignment making China Export the sole real party in interest under Rule 17(a)	No assignment of claims; Trust Deed does not clearly transfer Leadown’s legal claims; authorization was terminated	Trust Deed grants China Export power to exercise rights and remedies, indicating China Export is the real party in interest	Denied — Trust Deed lacks an explicit assignment clause and material facts are disputed; cannot conclude China Export is sole real party in interest
Whether defendants’ request for additional disclosures and documentary proof (raised in reply) should be granted	Leadown opposed (request was raised first in defendants’ reply; Leadown not given chance to respond)	Asked court to order amended disclosures and document production showing collateral-source payments	Denied as procedurally improper to raise for first time in reply; court ordered parties to file a joint discovery/status letter

Key Cases Cited

Sellers v. M.C. Floor Crafters, Inc., 842 F.2d 639 (2d Cir. 1988) (standard for judgment on the pleadings)
L-7 Designs, Inc. v. Old Navy, LLC, 647 F.3d 419 (2d Cir. 2011) (materials a court may consider on a Rule 12(c) motion)
Lively v. WAFRA Inv. Advisory Grp., Inc., 6 F.4th 293 (2d Cir. 2021) (clarifies scope of materials courts may consider on pleadings motions depending on non-movant)
Chambers v. Time Warner, Inc., 282 F.3d 147 (2d Cir. 2002) (when a document is ‘integral’ to the complaint)
Glob. Network Commc’ns, Inc. v. City of New York, 458 F.3d 150 (2d Cir. 2006) (contractual documents may be integral to a complaint)
Sheppard v. Beerman, 18 F.3d 147 (2d Cir. 1994) (complaint should not be dismissed unless no set of facts would entitle plaintiff to relief)