Sicom S.P.A. v. TRS Inc.
168 F. Supp. 3d 698
S.D.N.Y.2016Background
- Sicom S.P.A. (Italy) and TRS, Inc. (NJ) entered a 2012 settlement: TRS agreed to pay $2,763,202.64 (plus $44,850) in monthly installments; failure to pay any installment was an Event of Default allowing acceleration and entry of a consent judgment.
- Ted S. Sobel, TRS’s president, personally signed a Guarantee promising unconditional payment of TRS’s indebtedness and liability for collection costs and attorneys’ fees if TRS defaulted.
- TRS missed required monthly payments; Sicom gave notice and accelerated the debt. Sobel admitted in deposition and declaration that neither TRS nor he made required payments after default.
- Sicom filed this action (after Judge Daniels declined to enter the pre-signed consent judgment in the 2012 case) asserting breach of the Settlement Agreement (against TRS) and breach of the Guarantee (against Sobel), among other claims.
- Sicom moved for partial summary judgment on liability and damages for the Second (breach by TRS) and Fourth (breach by Sobel) claims; defendants challenged certain supporting evidence (Marengo declarations and untranslated bank statements).
- The court treated the Settlement Agreement and Guarantee under New York law, found the contract terms unambiguous, granted summary judgment as to liability for both TRS and Sobel, denied summary judgment on damages, and dismissed the declaratory claim as redundant.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether TRS breached the Settlement Agreement by failing to make monthly payments | TRS failed to make required installments; default occurred; Sicom properly accelerated the debt | TRS does not dispute nonpayment but contests characterization/details of payments | TRS materially breached; liability established for breach of contract |
| Whether Sobel breached the Guarantee by not paying after TRS defaulted | Sobel unconditionally guaranteed payment and did not pay; therefore liable | Sobel admitted nonpayment but argued evidentiary/characterization issues | Sobel materially breached the unconditional guaranty; liability established |
| Whether Sicom’s supporting Marengo declarations and untranslated bank statements preclude summary judgment | Sicom relied on Marengo declarations/spreadsheet to quantify payments | Defendants objected to admissibility (no certified translations; §1746 form issues) | Evidentiary objections did not preclude liability ruling because Sobel’s deposition and declaration independently established breach; admissibility may matter at damages stage |
| Whether Sicom proved damages entitling it to summary judgment | Sicom submitted payment summaries and bank statements estimating amounts paid and remaining balance | Defendants produced a different approximate payment total; timing and precise allocations disputed; objections to untranslated docs | Summary judgment on damages denied—insufficient undisputed evidence of precise amounts, timing, interest rate application, and allocation of post-filing payments |
Key Cases Cited
- United States v. Diebold, Inc., 369 U.S. 654 (superseded) (summary judgment evidence viewed in light most favorable to non-movant)
- Celotex Corp. v. Catrett, 477 U.S. 317 (Supreme Court 1986) (movant bears initial burden on summary judgment)
- Anderson v. Liberty Lobby, Inc., 477 U.S. 242 (Supreme Court 1986) (only disputes over material facts preclude summary judgment)
- Compagnie Financiere de CIC et de L’Union Europeenne v. Merrill Lynch, Pierce, Fenner & Smith Inc., 232 F.3d 153 (2d Cir. 2000) (contract ambiguity is a legal question; summary judgment proper if contract unambiguous)
- Harsco Corp. v. Segui, 91 F.3d 337 (2d Cir. 1996) (elements required to establish breach of contract)
- N.Y.C. Dep’t of Fin. v. Twin Rivers, Inc., 920 F. Supp. 50 (S.D.N.Y. 1996) (distinction between guaranty of payment and guaranty of collection)