U.S. Bank Nat'l Ass'n v. Black Diamond CLO 2005-1 Adviser, L.L.C. - 839 F. Supp. 2d 639 (S.D.N.Y. 2011)

Rule:

Under New York law, a written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms.

Facts:

This is an interpleader action commenced by interpleader plaintiff U.S. Bank National Association ("U.S. Bank"). The suit arises out of a collateralized loan obligation ("CLO") transaction called Black Diamond CLO 2005-1, which closed on April 7, 2005. MetLife's Rule 56.1 Statement of Undisputed Material Facts ("MetLife 56.1"); Black Diamond's Rule 56.1 Statement of Undisputed Material Facts ("Black Diamond 56.1"). U.S. Bank, the trustee under an Indenture dated April 7, 2005 (the "Indenture"), commenced this action to resolve a dispute among various parties regarding the distribution of certain proceeds (the "Interpleader Funds") generated by the Portfolio Collateral and held by U.S. Bank. The dispute is primarily between the Black Diamond Interpleader Defendants (the "Black Diamond Claimants")and the Met Life Interpleader Defendants (the "MetLife Claimants"). The Collateral Manager, Black Diamond CLO 2005-1 Adviser, L.L.C., made commitments for certain reinvestment trades (the "Unsettled Commitments") during the permissible Reinvestment Period for the transaction, but did not receive the funds to pay for those trades until the Reinvestment Period had ended. The MetLife Claimants as Noteholders of notes issued pursuant to the Indenture, bring a motion for summary judgment asserting that the Unsettled Commitments cannot be finalized and that the Interpleader Funds must be distributed to the Noteholders. The Black Diamond Claimants oppose the motion for summary judgment and bring a motion for judgment on the pleadings; they claim that the Interpleader Funds should be used to settle the Unsettled Commitments. 

Issue:

Should summary judgment be granted on the basis of the assertion that the Unsettled Commitments cannot be finalized and that the Interpleader Funds must be distributed to the Noteholders?

Answer:

Yes.

Conclusion:

The Court found that the MetLife Claimants' summary judgment motion must be granted because under the terms of the Indenture, the Interpleader Funds were not eligible for reinvestment and should have been distributed to the Noteholders. For the above reason, the Black Diamond Claimants' motion for judgment on the pleadings must be denied.