FGI v. Ramsoondar - Memorandum Judge RakoffJudge Rakoff indicated back on April 4, 2014 that he would issue a Memorandum in relation to his ruling of that date that he was awarding Summary Judgement in part to FGI and that in part, upon presentation of proper dollar amounts still outstanding would then basically finalize the award by ordering what Ramsoondar owes FGI. The amount FGI indicated they are still owed was approximately $2 million 700 thousand dollars. On July 22, 2015 the Memorandum was delivered by Judge Rakoff. It does not indicate what dollar amount is still owed by Ramsoondar to FGI. In the Memorandum (25 pages), Judge Rakoff gives his reasons as to why Ramsoondars defense and counterclaims were dismissed and why he awarded Summary Judgement to FGI (Judgement without requiring the matter to proceed to trial). Some excerpts from the Public Document (*Available to all members of the Public online), describing why the Judge awarded Summary Judgement to FGI. Page 21, In a related, but equally unpersuasive, argument, Ramsoondar asserts that FGI, in violation of the duty of good faith and fair dealing, abused its discretion to advance funds and provide United Protection with liquidity. Under New York law, the covenant of good faith and fair dealing is inherent in all contracts, and (w) here (a) contract contemplates the exercise of discretion, this pledge includes a promise not to act arbitrarily or irrationally in exercising that discretion. Dalton v. Educ. Testing Serv. 87 N.Y.2d 384, 389 (1995). Although this standard governed FGIs performance, Ramsoondar fails to support his claim that FGI violated it in a manner that constitutes a failure of consideration with sufficient evidence. Ramsoondar asserts that FGI suddenly ceased making advances on 120-day-old accounts. Page 22, Ramsoondar also argues that FGI, which collected funds from United Protections customers in the first instance, failed to remit the balance of those collections to United Protection in a timely fashion, further constraining the latters liquidity. See Def.s Br. At 23. Ramsoondar fails to offer any evidence, however, contradicting FGIs contention that these delays were based on Ramsoondars and United Protections own conduct or on that of the account debtors, rather than on arbitrary decisionmaking. Even more to the point Ramsoondar identifies no evidence pertaining to how frequent these delays were or what amount of funds were withheld for excessive periods, and such evidence would be integral to any finding that FGIs alleged misconduct rose to the level of a failure of consideration. Thus, in light of the fact that the Sales Agreement was in effect for over a year and that FGI advanced over $23 million, the sparse evidence on which Ramsoondar relies creates, at most, an issue of fact with respect to whether FGI committed a slight, casual, or technical breach of its duty of good faith and fair dealing, but it fails as a matter of law to create a genuine issue regarding the existence of a material breach sufficient to constitute a failure of consideration.