Lehman Bros. Holdings, Inc. v. PMC Bancorp

MEMORANDUM

PMC Bancorp (“PMC”) appeals the district court’s grant of summary judgment in favor of Lehman Brothers Holdings, Inc. (“LBHI”). We have jurisdiction pursuant to 28 U.S.C. § 1291 , and we affirm.

Reviewing de novo, Universal Mortg. Co. v. Prudential Ins. Co., 799 F.2d 458, 460 (9th Cir.1986), the district court correctly found that PMC’s obligations under the indemnity agreement survived past foreclosure on the underlying properties. Under New York law, “a court should not adopt an interpretation which will operate to leave a provision of a contract ... without force and effect.” Laba v. Carey, 29 N.Y.2d 302 , 327 N.Y.S.2d 613 , 277 N.E.2d 641, 644 (1971) (citation and internal quotation marks omitted). The interpretation of the agreement advanced by PMC would impermissibly render two provisions of the agreement ineffective. ' See id. These include: (1) the provision giving Lehman Brothers Bank (“LBB”) “sole and exclusive control .. -. over the marketing, administration, and disposition of any foreclosed mortgage property”; and (2) the provision discussing full credit bids. Accordingly, the district court properly granted summary judgment in favor of LBHI as to…