1 I6j1citc 1 2 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------x 3 CITIZENS ASSET FINANCE, INC., 4 Plaintiff, 5 6 v. JUSTICE AVIATION, LLC, et al., 7 8 17 Civ. 7115 (AJN) Defendants. Conference ------------------------------x New York, N.Y. June 19, 2018 4:36 p.m. 9 10 Before: 11 HON. ALISON J. NATHAN, 12 District Judge 13 APPEARANCES 14 15 VEDDER, PRICE, P.C. Attorneys for Plaintiff BY: WILLIAM W. THORSNESS, ESQ. 16 17 ZIELKE LAW FIRM Attorneys for Defendants BY: JOHN H. DWYER, JR., ESQ. 18 19 20 21 22 23 24 25 SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 2 I6j1citc 1 (Case called) 2 THE COURT: 3 with the plaintiff. 4 5 I'll take appearances of counsel, starting MR. THORSNESS: Good afternoon, your Honor. Bill Thorsness for plaintiff Citizens Finance. 6 THE COURT: Good afternoon, Mr. Thorsness. 7 And for the defendant. 8 MR. DWYER: For the defendant, your Honor, John Dwyer. 9 THE COURT: Good afternoon, Mr. Dwyer. 10 All right. We're here for a scheduling and status 11 conference in this matter following the close of fact 12 discovery. 13 I'm in receipt of the parties' letter, which came in 14 May 18th in advance of this conference. I think we had some 15 adjournments so it's a little bit dated at this point, but you 16 indicated in the order that fact discovery is closed in this 17 matter, is that correct? 18 MR. THORSNESS: 19 MR. DWYER: Yes, your Honor. 20 THE COURT: Okay. 21 MR. THORSNESS: 22 MR. DWYER: No, your Honor. 23 THE COURT: All right. 24 Now I know that I have a pending motion to dismiss on 25 Yes, your Honor. And is there expert discovery? No, your Honor. So discovery is closed. the counterclaim, which I think is basically repeated now in SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 3 I6j1citc 1 the pending motion to dismiss the pending summary judgment 2 motion with respect to the counterclaim, is that right? 3 MR. THORSNESS: Your Honor, we did incorporate -- 4 there are legal arguments strictly in a motion to dismiss. 5 summary judgment motion on the counterclaim also raises factual 6 bases to dismiss -- I mean, to grant summary judgment based on 7 the documents that were produced for discovery. 8 9 10 THE COURT: Okay. The But all of the legal arguments from the motion to dismiss are incorporated in the summary judgment motion. 11 MR. THORSNESS: 12 THE COURT: Absolutely, Judge. So if we're going forward with the summary 13 judgment motion, there's no need to tackle both. 14 withdraw or I could dismiss as moot the motion to dismiss and 15 just deal with the issues raised in the summary judgment 16 motion. 17 MR. THORSNESS: You could Certainly if you grant the summary 18 judgment motion on the counterclaim, your Honor, the motion to 19 dismiss would be moot. 20 of the additional legal reasons that we set forth in the motion 21 to dismiss. 22 THE COURT: 23 MR. THORSNESS: We did not articulate, for brevity, all Incorporated in the -Yes. So for example, waiver 24 arguments, your Honor, no duty exists as a matter of law, those 25 kinds of things are not repeated verbatim in the summary SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 4 I6j1citc 1 judgment motion, so we did stick to really factual issues in 2 the summary judgment motion, Judge. 3 4 THE COURT: And the summary judgment motion, am I right, it's fully briefed now? 5 MR. DWYER: Yes, your Honor. It's submitted. 6 THE COURT: And Mr. Dwyer, from the defense 7 perspective, I mean, I guess there's a couple of things. I 8 gather it came in before close of discovery. 9 in, and as I think you've noted, I typically try to discourage It also did come 10 summary judgment practice in bench trials, unless there are 11 circumstances that make it a good use of resources. 12 tell me. 13 efficient is a bench trial, which is basically just a big 14 summary judgment motion with the opportunity to cross-examine 15 fact witnesses, because I take direct testimony by declaration 16 for bench trials, rather than sort of coming through the record 17 and determining whether or not there's a material issue in 18 dispute. 19 possible? 20 summary judgment. 21 And you I mean, the reason for that is, I think most Why not just get to final resolution as quickly as So that's typically my posture with respect to Now sometimes lawyers say, but here's a good reason to 22 do this, it substantially would narrow the scope of trial, we 23 would need two witnesses rather than eight witnesses to come in 24 for cross-examination, it would substantially impact our 25 settlement discussions going forward, etc. So sometimes there SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 5 I6j1citc 1 is good reason. 2 resolved once and for all. 3 But my general posture is, let's just get it Mr. Dwyer, with respect to your opposition to the 4 summary judgment motion -- and it's in the queue but I haven't 5 gotten to it yet -- do you have a position with respect to the 6 filing of that motion prior to the close of fact discovery? 7 MR. DWYER: Not to that, no. I don't think the fact 8 that it was filed before fact discovery has any real impact in 9 it. 10 THE COURT: You had what you needed to file the 12 MR. DWYER: Yes. 13 THE COURT: As the counterclaim plaintiff, do you have 11 motion. 14 a position with respect to resolution of the summary judgment 15 motion pretrial? 16 MR. DWYER: I understand what the Court said, 17 particularly about taking testimony by declaration. I think 18 the factual disputes that we've set up in the summary judgment 19 response relate essentially solely to the counterclaim. 20 There's a dispute about the handling of the collateral and the 21 sale of the collateral, and there's some perception differences 22 in who had the duty to do what and what the consequences were 23 of waiting this period of time, so those are the real factual 24 issues. 25 bit in a bench trial better than a summary judgment motion, but I think they could probably be fleshed out a little SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 6 I6j1citc 1 it's not dramatically complex. I think we'd be dealing with 2 the same witnesses, the example you gave, but I don't think 3 it's going to cut the number of witnesses any at all to do a 4 bench trial, or the summary judgment is not going to limit the 5 number of witnesses. 6 it's totally granted. It's going to be the same folks, unless 7 THE COURT: Mr. Thorsness? 8 MR. THORSNESS: 9 So your Honor, first, we did take substantial caution Thank you, your Honor. 10 and we did not file a motion for summary judgment before fact 11 discovery closed. 12 certainly understand your standing orders, and we did comply 13 with that, your Honor. 14 We did ensure that it was done. We I just wanted to clear that up. Number two, Judge, the reason why summary judgment 15 is -- there is good cause, here, there is nothing in dispute. 16 Ignore the counterclaim, for example. 17 deficiency on an aircraft loan that was not paid. 18 suit was ever filed, there was a forbearance agreement, and I 19 certainly don't need to explain to the Court what that 20 necessarily means in a commercial lending relationship. 21 Everything was admitted to, the defaults were admitted to, the 22 debt was admitted to, waivers, releases, etc. 23 the time. 24 aircraft was sold and requests to admit were answered, all in 25 the affirmative, substantively, and then in the summary Before filing suit. There's a $2.5 million Before the We see it all Subsequent to filing suit, the SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 7 I6j1citc 1 judgment opposition, Judge, nothing was disputed, on the 2 affirmative claims. 3 under Justice Aviation, which is the borrower, and the 4 2.4 million and change against the guarantor, who, of course, 5 happens to be a currently sitting governor -- and I wanted to 6 make clear for the Court as well that the bank, they did not 7 want to file this suit. 8 Citizens does not take any joy in suing sitting politicians. 9 mention that, Judge, because this is kind of an aberration. The 2.4 million on the breach of contract Certainly a national bank like I I 10 do a lot of financial institution work, and banks want to get 11 paid, certainly, but they do not want to raise public ire, or 12 suing a sitting governor is not something they take joy in. 13 That should help explain how challenging it has been to get 14 movement in this case; movement in terms of any kind of 15 settlement to address this deficiency, and why summary judgment 16 is compelled, Judge, you can frankly rubber stamp a judgment on 17 the affirmative claims today, but for the counterclaim, and we 18 can talk about that. 19 Because there's nothing that's disputed, on the affirmative 20 claims. 21 22 23 24 25 THE COURT: And I think the same conclusion follows. But that makes it sound like if we go to trial, it's all about the counterclaims. MR. THORSNESS: And I haven't gotten to that, Judge, and I was getting there. And before I get to the counterclaim, Judge, you had SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 8 I6j1citc 1 mentioned substantially advancing settlement opportunities. I 2 believe, personally, having lived with this for about a year 3 and a half now, that in order to get the guarantor's attention, 4 a judgment would certainly advance that, Judge. 5 to guess or speculate or even, you know, repeat conversations 6 that I've had with counsel, but we have gotten, you know, 7 nowhere on advancing settlement, Judge, and the bank can't do 8 anything. 9 forward, and so we filed summary judgment. I don't want They're out $2½ million, and they want to move this Defendants didn't 10 take any depositions because there's no fact issues, Judge, and 11 there was no discovery disputes, which I appreciated. 12 So on that respect, even setting aside the 13 counterclaim, entering judgment on the affirmative claims today 14 would substantially impact the opportunity for potential 15 settlement in advance of any enforcement actions, Judge, and 16 excluding the counterclaim, you can enter full judgment on the 17 guarantee because the counterclaim does not impact Count Two. 18 It only impacts a $100,000 offset on Count One. 19 probably 15 different reasons, Judge, why the counterclaim 20 summary judgment, or dismissal on that should be granted. 21 prepared to go through each of those today. 22 very high-level perspective, what they are saying is that a 23 bank not responding to a purchase offer by a borrower within 24 two hours and losing a sale is, as a matter of law, a violation 25 of the covenant of good faith and fair dealing. And there are I'm I think from a SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 Now, I mean, 9 I6j1citc 1 we don't argue public policy, but at the end of the day, that's 2 a big issue, and I think on a public policy basis, if that were 3 sustainable, as a matter of law, that impacts commercial 4 lending relationship, because any borrower is going to throw up 5 anything up against the wall to suggest that it can be 6 unreasonable for a lender to do this, that, or the other thing 7 when 25 pages of loan documents, the forbearance agreement -- 8 and the lender is trying to protect its collateral. 9 that the counterclaim can't be sustained, and that's public 10 policy reason, Judge, but I mention that first because it is 11 important. 12 THE COURT: Okay. We think So at least at the end there, or 13 somewhere in that, you maintain the position I should resolve 14 the summary judgment motion on the counterclaim and then 15 because it's important for settlement purposes. 16 seemed like what you were saying was proceeding with respect to 17 the affirmative claims, the initial claims, in some summary way 18 as well, no? 19 MR. THORSNESS: 20 summary judgment on everything. 21 the affirmative claims, breach of contract, breach of 22 guarantee. 23 whatsoever, other than a hundred-thousand-dollar offset, which 24 is this counterclaim on Count One. 25 I'm sorry, Judge. But it also We moved for My first long spiel there was There's no dispute, there's no factual dispute THE COURT: And -- And again, it's in the queue and I haven't SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 10 I6j1citc 1 gotten to it yet, so I misunderstood. 2 plaintiff has moved for summary judgment with respect to the 3 asserted plaintiff's claims. 4 MR. THORSNESS: 5 THE COURT: 6 But you have moved, the Oh, yes, Judge. And you moved on behalf of Citizens for summary judgment with respect to the counterclaims. 7 MR. THORSNESS: 8 THE COURT: 9 Mr. Dwyer. 10 MR. DWYER: Correct, your Honor. Okay. Understood. Well, we disagree. I mean, the two-hour 11 comment I think lays out the fact dispute. 12 that it's a two-hour issue, we think it's a six-day issue. 13 There's email back and forth between in-house counsel and, you 14 know, what's sufficient notice to tell them that we need a 15 decision, we've got a seven-day contract, you don't give us 16 authorization till I think over six days, and so we lost the 17 deal. 18 THE COURT: The bank thinks I understand that position with respect to 19 your assertion of disputed facts with respect to the 20 counterclaim. 21 defendant, opposing summary judgment with respect to the 22 affirmative claims asserted by Citizens? 23 What about with respect to, in your posture as MR. DWYER: Based on the statement of material facts 24 and the responses that we made to that, I don't think there are 25 any real disputes over the affirmative claim. The fact dispute SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 11 I6j1citc 1 2 here is going to be on the counterclaim. THE COURT: So, I mean, I suppose in that sense it 3 would substantially alter the course of trial if I were to 4 rule -- I mean, it sounds like almost on consent, but I get 5 that it's not consent. 6 mean on consent. 7 opposition to the motion for summary judgment, does the 8 defendant provide argument opposing summary judgment on the 9 plaintiff's affirmative claims? I take it back. I understand. But tell me if this is right. 10 MR. DWYER: No. 11 THE COURT: Okay. 12 MR. DWYER: No. I don't In your And we've admitted the authenticity 13 of the loan agreement, the security agreements, the forbearance 14 agreement, those documents are -- 15 THE COURT: So is there any reason I don't just orally 16 grant today the plaintiff's motion for summary judgment with 17 respect to the affirmative claims? 18 19 MR. DWYER: On liability. There's obviously a question what the damages are. 20 THE COURT: On liability. 21 MR. DWYER: I don't -- I hate admitting this, but I 22 don't think that we've really put anything in the record that 23 could stop you from doing that. 24 25 THE COURT: All right. waste anybody's resources. So I think I don't need to I will grant the plaintiff's motion SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 12 I6j1citc 1 for summary judgment, with respect to liability. 2 motion for summary judgment papers, including the 56.1 3 statements and disputed facts, there are no material issues of 4 disputed fact with respect to liability with respect to 5 plaintiff's claims. 6 respect to the plaintiff, with respect to liability on the 7 plaintiff's affirmative claims. 8 9 10 Based on the So summary judgment is granted with And does the damages question turn on the counterclaim or other facts? MR. DWYER: On the counterclaim, they've put their 11 calculation of the balance in, and I don't believe we've 12 disputed that, so I think that the damages are going to turn on 13 the counterclaim. 14 THE COURT: All right. And if we proceed to trial on 15 that, Mr. Dwyer, what does trial look like from counterclaim 16 plaintiff's perspective? 17 MR. DWYER: It looks like primarily two witnesses. 18 The complicating factor is, one of those witnesses is 19 Mr. Lipke, who is counsel for the plaintiff, who was personally 20 conducting the settlement negotiations and was the point of 21 contact on the negotiation. 22 Dean, who is in-house counsel at the time for Justice, who was 23 acting in that role for them. 24 terms of proof on that because counsel was involved in 25 negotiating it and counsel was involved in selling the asset. The other witness would be Dustin So there is a bit of a quirk in SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 13 I6j1citc 1 But those would be the two -- the only two witnesses I think 2 would be absolutely necessary for trial. 3 4 THE COURT: But -- And does your summary judgment opposition include declarations of Lipke and Dean? 5 MR. DWYER: No, it does not include declarations from 6 them. It refers mostly to emails that were included in 7 declarations. 8 just referred to their declarations. They put in everything in their motion so we 9 THE COURT: Okay. 10 MR. DWYER: It's almost entirely email traffic between 11 those two gentlemen. 12 13 THE COURT: So for your case, if we're proceeding to bench trial, you'd present declarations from them? 14 MR. DWYER: I'm not sure I can get a declaration from 15 Mr. Lipke, since he's opposing counsel. 16 one -- 17 I can certainly get THE COURT: So you would call him as an adversarial 19 MR. DWYER: I would have to, yeah. 20 THE COURT: Understood. 18 21 witness. And then Dean you would put in a declaration? 22 MR. DWYER: I would plan to do that, yes. 23 THE COURT: One live witness for affirmative testimony 24 and then a declaration witness who would be available for 25 cross-examination. Mr. Thorsness, from your perspective, what SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 14 I6j1citc 1 2 would trial look like? MR. THORSNESS: Sure, your Honor. And the damages on 3 the counterclaim is only relevant to Count One. 4 relevant at all on Count Two. 5 did not rebut that argument in our summary judgment motion. 6 guarantor does not get any defenses of the borrower, especially 7 if it's an absolute unconditional guarantee. 8 Circuit law and I believe law of this district as well, Judge. 9 So on the witnesses, and this is a hundred-thousand-dollar 10 Damages is not The defendants did not oppose, A We cited Second issue, Judge. 11 THE COURT: Yes. 12 MR. THORSNESS: Also just for the Court, to the 13 extent -- we likely will collectively burn through a hundred 14 thousand dollars preparing for trial and conducting trial, but 15 be that as it may, Mr. Lipke -- 16 THE COURT: And I recognize that and I appreciate it, 17 but that doesn't answer the question of whether there's a 18 disputed issue of fact. 19 everybody to settle if there is a disputed issue of fact. 20 MR. THORSNESS: What it should do is motivate Absolutely understood, your Honor. 21 And I just raise that for the Court and there's probably five 22 documents that we attached to our summary judgment motion that 23 your Honor would -- if you did consider the motion, would need 24 to review to kind of just grant judgment on that as well, but 25 to answer your question -- long way around it -- your Honor, SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 15 I6j1citc 1 Mr. Lipke is the head of our reorganization group in Chicago. 2 Of course if subpoenaed to testify, he would testify. 3 have to review that. 4 want to call, at a minimum, Mr. Justice's son, who is the 5 principal architect of the negotiations of this helicopter 6 sale, which has been admitted. 7 governor as well. 8 potential. 9 potential buyer who walked, who I'm not sure where he is, but We'd But in any event, on our side, we would We may also need to call the Number one is absolute, number two is But three and four are also absolute, and the 10 he may be in one of the -- he may be in the Caribbean. 11 fourth is the broker retained by Justice Aviation to sell the 12 aircraft, and the reasons for why the aircraft were -- the 13 initial sale was lost. 14 emails, Judge, but we foresee at least that happening. 15 THE COURT: The And that's all fleshed out in the Okay. And let me just ask briefly, just 16 so I understand. As I said, I haven't gotten through the 17 papers yet, but you say two hours, the other side says six 18 days. Why isn't that a disputed issue of fact? 19 MR. THORSNESS: It turns on when the covenant of good 20 faith and fair dealing triggered. 21 borrower got an offer for $2.2 million to sell the aircraft. 22 They emailed my partner, Mr. Lipke: 23 you want us to accept it?" 24 this is all in conjunction with ongoing emails, trying to set 25 up a call to talk about the 2½, $3 million inevitable So on July 6, 2017, the "We got this offer. That's what the email said. SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 Do And 16 I6j1citc 1 deficiency. 2 like us to accept it?" 3 offer, it's going to expire, this is an urgent sale, we've got 4 to hear back from you immediately. 5 So the email was: "We got this offer. Would you No comments about, this is a seven-day Nothing. Another five days go past, go by, without borrower's 6 counsel following up on that potential sale. 7 days the borrower is negotiating the price with a buyer, trying 8 to get a higher amount, with the broker telling the borrower 9 that you could lose this if you keep pushing that kind of 10 11 In those five thing. July 11th comes around. They email Mr. Lipke again, 12 saying the offer might -- may be able to be up $50,000 and it 13 may be for another week or so. 14 Citizens release its lien? 15 comments on the buyer could walk at any moment. 16 responds, and I don't know, as I sit here today, this moment, 17 what exactly he responded, but the next morning, at 8 a.m. on 18 July 12th, there was an email from Mr. Dean, the borrower's 19 lawyer, stressing the urgency for the first time of getting 20 back to us on whether we can accept the deal. 21 Mr. Lipke confirmed with Citizens, based on some conditions 22 that they had to meet, including that it was an arm's length 23 deal and the purchase price was fair market value, that yes, 24 Citizens will release its lien if you get this price and it's 25 an arm's length deal. Do you want us to accept? Will No comments on the urgency, no Then Mr. Lipke Within two hours So within being notified, within two SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 17 I6j1citc 1 hours of being notified of the urgency of the sale, we 2 consented to it. 3 Honor, where the bank knows it's going to be out a couple of 4 million dollars. 5 only piece of recovery, you know, but for the governor, who we 6 believe is a billionaire, is worth -- it's maximizing the value 7 of that collateral when it sells it. 8 being out $2½ million and not walking away from its collateral 9 without asking a couple of additional questions. And now this is a default scenario, your It wants to ensure that the collateral, its And so its concern was So two hours 10 is the day of July 12th between the first notice of urgency and 11 our response. 12 emailed to Mr. Lipke. 13 The six days is when the offer was initially THE COURT: All right. Well, I think given that it's 14 fully briefed, and we've limited what remains of the summary 15 judgment motion pending before me to the counterclaim 16 arguments, right, at this point, I'll resolve that, and I think 17 if I conclude that there's a genuine issue of material fact, 18 I'm not going to spend a lot of time with an extensive opinion. 19 I'll just let you know that and we'll come in and we'll 20 schedule trial, and hopefully at that point you'll reach 21 settlement. 22 what's represented, I should tackle that issue and then bring 23 you back in. But I think since it's fully briefed, in light of 24 MR. THORSNESS: 25 MR. DWYER: Thank you, your Honor. Thank you, your Honor. SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 18 I6j1citc 1 THE COURT: All right. And I think in your papers 2 you'd said there was some interest in referral to the 3 magistrate judge for mediation, for a settlement conference. 4 Is that still of interest? 5 said I'm going to rule on the summary judgment motion. 6 MR. DWYER: Probably do that now that I just I believe there's interest in trying to 7 mediate. 8 talking with the clients. 9 they were in communications, they were trying to resolve this. 10 I don't know how much help a mediator is going to provide these 11 type of parties. 12 writing in and saying that the Court entered judgment on 13 liability will get their attention, possibly more than a 14 magistrate. 15 governor attend personally. 16 come to West Virginia, to Greenbrier, which the governor 17 happens to own, for mediation. 18 They want to come here. 19 the governor to commit to come here for purposes of mediation. 20 Jay, his son, would be another story, I think, if we could come 21 on behalf of Justice Aviation. 22 how helpful that would be, honestly. 23 24 25 Bill and I have been talking about this. We've been Mr. Dean and Mr. Lipke, the reason I will agree with Bill to this extent, that And Citizen has been insistent on having the We tried to get them to agree to They don't want to do that. And I have some concerns about getting I'm not a hundred percent sure THE COURT: Well, so it sounds like no request at this MR. DWYER: Not from the defendants, no. point -- SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 19 I6j1citc 1 THE COURT: All right. Well, I ruled on the 2 plaintiff's affirmative claims with respect to liability. 3 that to your clients and see if that moves things along. 4 don't you let me know. 5 to know within two weeks' time whether you'd like the referral 6 to the magistrate judge for a settlement conference at this 7 point. 8 what remains of the summary judgment motion. 9 happy to take one motion off my queue, so if all we're talking 10 about is a hundred thousand dollars, try to get to settlement 11 before I rule, and just let me know. 12 13 Why You can tell them that the judge wants If the answer is no, the answer is no. MR. DWYER: Take I'll resolve And, look, I'd be We'll let you know immediately if we can do that, your Honor. 14 THE COURT: And otherwise, I'll give you resolution to 15 the summary judgment on the counterclaim, and then if it 16 proceeds, I'll bring you back in. 17 MR. DWYER: Thank you, your Honor. 18 THE COURT: What else can I address? 19 MR. THORSNESS: Thank you, your Honor. On the 20 two-week letter, would you like us to submit a joint letter on 21 that? 22 THE COURT: Yes, just a joint letter, either telling 23 me that you've settled or telling me that you haven't settled 24 but you would like the referral to the magistrate judge or 25 telling me that you're not seeking any settlement assistance at SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300 20 I6j1citc 1 this time. 2 MR. THORSNESS: 3 THE COURT: 4 MR. THORSNESS: 5 Okay. Okay. Thank you, your Honor. Thank you for accommodating our schedule as well. 6 THE COURT: Okay. 7 MR. DWYER: That's it. Thank you. 8 THE COURT: Thank you. We're adjourned. 9 THE DEPUTY CLERK: 10 Anything else? All rise. o0o 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 SOUTHERN DISTRICT REPORTERS, P.C. (212) 805-0300