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Gateway Companies, Inc. v. Vitech America, Inc.
Citation: 33 F. App'x 578Docket: Docket No. 01-9125
Court: Court of Appeals for the Second Circuit; April 23, 2002; Federal Appellate Court
The judgment of the United States District Court for the Southern District of New York, presided over by Judge Alvin K. Hellerstein, is affirmed, ordering defendants William C. St. Laurent and Georges C. St. Laurent to pay $11,000,000 to plaintiff Gateway Companies, Inc. This judgment arises from the appellants' Guaranty related to loans made by Gateway to Vitech America, Inc., in which the appellants held shares. On appeal, the appellants raised two main issues: 1. The district court should have granted their motion to transfer the case to the Southern District of Florida, where related matters were pending. 2. The court erred in granting summary judgment to Gateway, as they claimed defenses of fraud in the inducement. The appellate court found no merit in the venue transfer argument, noting the district court's discretion in such matters and that the Guaranty’s forum-selection clause required enforcement in New York. The court also highlighted that the issues related to the Guaranty were distinct from those in the Florida case, supporting the denial of the transfer. Regarding the summary judgment, the court ruled that the appellants could not raise fraud in the inducement as a defense because they had expressly disclaimed such defenses in the Guaranty. The Guaranty explicitly stated it was "Unconditional and Absolute," and the appellants had waived any defense typically available to guarantors. Consequently, the district court correctly deemed the proposed extrinsic evidence of alleged fraud inadmissible, leading to the appropriate granting of summary judgment. After reviewing all arguments presented by the appellants, the court found them without merit, affirming the district court’s judgment.