National Investor Services Corp. v. Integrated Fund Services, Inc.

Docket: No. 03-7115

Court: Court of Appeals for the Second Circuit; March 29, 2005; Federal Appellate Court

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The judgment of the district court is affirmed regarding TD Waterhouse Investor Services, Inc. (TDWIS)'s breach of contract claim against Integrated Fund Services, Inc. The United States District Court for the Southern District of New York dismissed TDWIS’s claim, which was appealed by TDWIS. Following remand, the district court made additional factual findings on TDWIS’s decision not to recapture certain fees it had waived due to errors by Integrated. The court found that the reasons provided by TDWIS for its decision were vague and contradictory, involving various factors such as contractual rights and reputational concerns.

The district court concluded that TDWIS's choice was based on considerations that were unrelated to Integrated's breach, determining that this decision constituted an intervening cause that severed the causal link between Integrated's error and TDWIS’s loss. The appellate court reviewed the factual findings for clear error and confirmed that the district court did not err in its assessments. The appellate court emphasized that it would not reverse the decision simply because it may have reached a different conclusion. Consequently, the judgment of the district court is affirmed.