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NPS LLC v. Ambac Assurance Corp.

Citations: 190 F. Supp. 3d 212; 2016 U.S. Dist. LEXIS 72712; 2016 WL 3149647Docket: CIVIL ACTION NO. 08-11281-DPW

Court: District Court, D. Massachusetts; June 3, 2016; Federal District Court

Narrative Opinion Summary

In this case, Ambac Assurance Corporation prevailed in a breach-of-contract action against NPS LLC, pertaining to a Guaranteed Premium provision in a 2006 Insurance Agreement. NPS had issued bonds for stadium construction and obtained financial guaranty insurance from Ambac, later refinancing in 2006. Following the 2008 financial crisis, NPS redeemed its bonds, triggering the premium obligation which it refused to pay, leading to litigation. The court granted summary judgment in favor of Ambac, leaving the determination of damages and attorneys' fees. NPS contested Ambac's fee claims as excessive and redundant, particularly questioning the use of out-of-district counsel. The court found some merit in NPS's arguments, reducing recoverable fees due to unnecessary duplication and higher out-of-district rates, yet upheld the contractual provision allowing for reasonable attorneys' fees. Ultimately, judgment was entered for Ambac, including damages, accrued interest, and adjusted attorneys’ fees, with instructions for the parties to finalize pre-judgment interest figures. The case underscores the importance of reasonable fee assessments and the enforcement of contractual obligations in complex financial agreements.

Legal Issues Addressed

Breach of Contract and Enforcement of Guaranteed Premium Provision

Application: Ambac Assurance Corporation successfully claimed a breach of contract against NPS LLC for failing to fulfill the Guaranteed Premium obligation under the 2006 Insurance Agreement.

Reasoning: Summary judgment has been granted in favor of Ambac Assurance Corporation regarding its breach-of-contract counterclaim against NPS LLC.

Pre-judgment and Post-judgment Interest on Attorneys' Fees

Application: Both pre-judgment and post-judgment interest were applied to attorneys' fees, reflecting the time value of money and contractual stipulations.

Reasoning: Under New York law, pre-judgment interest on contractual attorney's fees is applicable and justified to reflect the time value of money, as specified in the contractual agreement.

Reasonableness of Attorneys' Fees under Contractual Provisions

Application: The court assessed the reasonableness of Ambac's requested attorneys' fees, reducing certain amounts for redundancy and excessive billing, while allowing recovery of reasonable fees associated with enforcing the contract.

Reasoning: The court must assess whether Ambac’s requested fees are reasonable in light of the case's circumstances, following the principle that the losing party pays the prevailing party's reasonable legal expenses.

Use of Out-of-District Counsel and Fee Recovery

Application: Ambac's engagement of out-of-district counsel was scrutinized, resulting in a reduction of recoverable fees due to the availability of competent local counsel and unnecessary expense duplication.

Reasoning: The reasonable hourly rate should align with customary fees for similar services by comparably experienced lawyers in the Albany community.