Novick v. AXA NETWORK, LLC, 642 F.3d 304

Novick and AXA entered into Affiliation Agreements in 2002, making Novick an independent contractor; AXA would compensate via commissions and provide two up-front loans to help him end his prior affiliation.
Novick executed promissory notes for a $1,000,000 August Loan and a $500,000 January Loan; the August Loan was secured by Novick's AXA commissions and included an acceleration clause upon termination of the AXA agreements.
AXA terminated the Affiliation Agreements in October 2006; AXA thereafter demanded payment of the August Loan balance, which was then $450,000 plus accrued interest.
Novick filed suit in August 2007 alleging breach of contract and tort claims related to compensation and alleged retaliation for whistle-blowing; AXA answered and counterclaimed for the August Loan Note repayment and other relief.
AXA moved for partial summary judgment on the August Loan Note, arguing no genuine issues of material fact and that acceleration was triggered; Novick opposed seeking a potential setoff and stay pending resolution of other claims.
The district court granted summary judgment in AXA's favor on the August Loan Note, ordering Novick to pay $539,038.77 plus interest, and certified the judgment under Rule 54(b) for immediate appeal, concluding the loan note was independent of the Affiliation Agreements.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the August Loan Note is independent of the Affiliation Agreements	Novick contends interdependence; seeks setoff against the note.	AXA argues the note and agreements are independent and acceleration applies upon termination.	No; independence questioned; court abused certifying as final under Rule 54(b).
Whether Rule 54(b) certification was appropriate	Certification proper to allow immediate appeal of the note judgment.	Certification appropriate given separable claim; no just reasons to delay.	Incorrect; certification improper due to interrelated issues requiring review with remaining claims.
Whether the district court abused its discretion by not staying execution pending appeal	Novick sought stay under Rule 62(h) to offset losses against claims.	No stay necessary; judgment separate from other claims.	Court did not resolve stay issue on appeal; issue addressed only insofar as affects jurisdiction.

Curtiss-Wright Corp. v. General Electric Co., 446 U.S. 1 (1980) (historic policy against piecemeal appeals; Rule 54(b) discretion)
Harriscom Svenska AB v. Harris Corp., 947 F.2d 627 (2d Cir.1991) (no final judgment on fewer than all claims without no just reason for delay)
Ansam Associates, Inc. v. Cola Petroleum, Ltd., 760 F.2d 442 (2d Cir.1985) (need for reasoned explanation in Rule 54(b) determinations)
Curtiss-Wright Corp. v. General Electric Co., 446 U.S. 1 (1980) (repeated for emphasis on standards; see above)
Pahlavi v. Palandjian, 744 F.2d 902 (1st Cir.1984) (interests and equities in Rule 54(b) determinations)
National Bank of Washington v. Dolgov, 853 F.2d 57 (D.C. Cir.1987) (separability of claims and appealability concerns)
Rudman v. Cowles Communications, Inc., 30 N.Y.2d 1 (1972) (test for dependency of covenants in separate contracts)
Rosenthal Paper Co. v. National Folding Box & Paper Co., 226 N.Y. 313 (1919) (intent and implied covenants in contract separability)
Lowell v. Twin Disc, Inc., 527 F.2d 767 (2d Cir.1975) (test for mutual dependence of promises; implied good faith)
Sears Roebuck & Co. v. Mackey, 351 U.S. 427 (1956) (final judgments; policy against piecemeal appeals)
Rosenthal Paper Co. v. National Folding Box & Paper Co., 226 N.Y. 313 (1919) (contractual cooperation and good faith implied covenants)