United States District Court, D. Connecticut
WILMINGTON SAVINGS FUND SOCIETY, FSB, as successor-in-interest to Christiana Bank & Trust Company, Plaintiff,
UNIVERSITAS EDUCATION, LLC, and RIDGEWOOD FINANCE II, LLC, as successor-in-interest to Ridgewood Finance, Inc. Defendants.
MEMORANDUM OF DECISION
Vanessa L. Bryant United States District Judge
Court granted Universitas Education, LLC's
(“Universitas”) Motion to Compel Arbitration
between Universitas and Wilmington in a Memorandum of
Decision dated February 17, 2016. [Dkt. No. 105.] Wilmington
Savings Fund Society (“Wilmington”) timely moved
for reconsideration. [Dkt. No. 107; Local R. Civ. P. 7(c).]
For the reasons set forth below, the Motion for
Reconsideration is DENIED.
Court assumes the parties are familiar with the facts
underlying this case. For the purpose of this Decision, the
Court briefly states the facts relevant to the disputed
arbitration agreement. Universitas' arbitration demand
asserts that Holding Capital Group, Inc., a participating
employer in a Multiple Employer Welfare Arrangement
(“MEWA”) named Charter Oak Trust
(“COT”), purchased two life insurance policies
totaling $30 million for its chief executive officer, Sash A.
Spencer. [Dkt. No. 1-1 at ¶ 48.] Universitas also
asserts Spencer selected Universitas, the research and
development arm of a charitable foundation, as his insurance
beneficiary. Id. at ¶¶ 9, 48. Spencer died
in 2008, and the insurance company tendered his death
benefits to COT in 2009. Id. at ¶ 50.
Universitas's demand for those benefits was unsuccessful.
Id. at ¶ 51.
agreed to serve as insurance trustee for what Wilmington
refers to as the Grist Mill COT. [Dkt. No. 31-5 (Appointment
Agreement).] By the terms of the Appointment Agreement,
Wilmington agreed to arbitrate any and all disputes relating
to its performance of its duties as trustee of the purported
Grist Mill COT. [Dkt. No. 31-5 (Grist Mill COT).] As
insurance trustee for the purported Grist Mill COT,
Wilmington opened a corporate trust account with the
identification number CH125161-0. [Dkt. Nos. 31-8 (Letter);
31-9 (New Account Form).] One of the Spencer policies was
placed in the trust account numbered CH125161-0, opened by
Wilmington incident to its appointment as insurance trustee.
[Dkt. Nos. 31-11 (Trust Vault Receipt); 31-12 (Account
Statement).] Both policies were monitored by Wilmington.
Memorandum of Decision, the Court concluded from the
aforementioned evidence that Wilmington acted as insurance
trustee for the Spencer policies. [Dkt. No. 107-1 at 30-32.]
The Court also concluded Wilmington agreed to arbitrate any
and all disputes relating to its performance of its duties as
insurance trustee, as evidenced by the Appointment Agreement.
Id. Wilmington disputes this finding in its Motion
Statement of Law
Second Circuit, the standard for granting a motion for
reconsideration "is strict, and reconsideration will
generally be denied unless the moving party can point to
controlling decisions or data that the court overlooked -
matters, in other words, that might reasonably be expected to
alter the conclusion reached by the court." Shrader
v. CSX Transp., Inc., 70 F.3d 255, 257 (2d Cir. 1995).
There are three grounds for granting a motion for
reconsideration: intervening change in controlling law, the
availability of newly discovered evidence or a need to
correct a clear error or avoid manifest injustice. Virgin
Atl. Airways Ltd. v. National Mediation Board, 956 F.2d.
1245, 1255 (2d Cit. 1992). Evidence is “newly
discovered” for the purpose of a motion for
reconsideration if the movant “could not have
discovered the new evidence earlier had he exercised due
diligence.” Patterson v. Bannish,
3:10-cv-1481, 2011 WL 2518749, at *1 (D. Conn. June 23,
2011); Robinson v. Holland, 3:02-cv-1943, 2008 WL
1924971, at *1 (D. Conn. Apr. 30, 2008) (same). If the Court
“overlooked controlling decisions or factual matters
that were put before it on the underlying motion, ”
reconsideration is appropriate. Wiseman v. Greene,
204 F.3d 393, 395 (2d Cir. 2000) (per curium).
raises three arguments for reconsideration. Each fails to
meet any of the three grounds for granting a motion for
Wilmington disingenuously asserts the Court
“ignore[d]” evidence that Universitas admitted in
a 2010 arbitration that Universitas has no arbitration
agreement with Grist Mill Capital. [Dkt. No. 107-1 at 8.]
Wilmington supports this argument with a letter from
Universitas to an arbitrator in the matter Universitas
Education, LLC v. Nova Group, Inc., Wayne Bursey, Benistar
Admin. Services, Inc., Donald Trudeau, Grist Mill Capital,
LLC and Daniel E. Carpenter, dated August 19,
2010. [Dkt. No. 107-2.] In the letter, Universitas
states “no arbitration agreement exists between
Universitas and Grist Mill Capital.” Id. The
letter was publicly filed on November 20, 2013 in a case
pending in the Southern District of New York. Id.
However, Wilmington asserts it did not discover the letter
until January 2016. [Dkt. No. 107-1 at 4.] The letter was not
filed with the Court in this case and thus the Court could
not have “ignore[d]” evidence that Universitas
admitted in the 2013.
letter Wilmington offers to assert Universitas has no
arbitration agreement with Grist Mill is not “newly
discovered” evidence for the purpose of a motion for
reconsideration, as Wilmington has not established why it
“could not have discovered the new evidence earlier had
he exercised due diligence.” Patterson, 2011
WL 2518749 at *1. Wilmington discovered the letter in 2016 on
a public docket, where it had been available since November
2013. Wilmington does not indicate why it could not have
discovered the letter sooner with due diligence. Wilmington
also asserts no intervening change in law or controlling
legal decisions which made the letter relevant after the
Court rendered its decision. Wilmington's first argument
for reconsideration fails.
next argues the Court failed to resolve material factual
disputes in its Decision, including whether Wilmington agreed
to act as insurance trustee for the owner of the Spencer
policies and whether any such agreement includes a binding
arbitration clause. [Dkt. No. 107-1 at 11.] In its Order
compelling arbitration, the Court addressed both of these
the Court found that Wilmington “agreed to serve as
insurance trustee for the purported Grist Mill COT”
based on (1) Wilmington's Appointment Agreement, (2) a
New Account Form indicating Wilmington opened a corporate
trust account as “Grist Mill's” trustee, and
(3) trust vault receipts and account statements showing
Wilmington monitored the Spencer policies placed in that
trust account. [Dkt. No. 105 at 31 (citing Dkt. Nos. 31-5
(Appointment Agreement), 31-9 (New Account Form), 31-11
(Trust Vault Receipt, 31-12 (Account Statement)).] The Court
also found Wilmington “agreed to arbitrate any and all
disputes relating to the purported Grist Mill COT by virtue
of its appointment as insurance trustee, ” as evidenced
by the Appointment Agreement. [Dkt. No. 105 at 31 (citing
Dkt. No. 31-5).] Based on those findings, the Court concluded
that “Wilmington acted as ...