
    Ishak FRIED, Brooklyn Closeout Corp., Plaintiffs-Counter-Defendants-Appellants-Cross-Appellees, v. Ronald KELLY, Kelly Co. World Group, Inc., Defendants-Counter-Claimants-Appellees-Cross-Appellants.
    Nos. 07-3004-cv(L), 07-3224-cv(XAP).
    United States Court of Appeals, Second Circuit.
    March 27, 2009.
    
      Noel W. Hauser, Noel W. Hauser & Assoc., New York, N.Y. (on submission), for Plaintiffs-Counter-Defendants-Appellants-Cross-Appellees.
    James J. Brown, III, Long Beach, CA (on submission), for Defendants-Counter-Claimants-Appellees-Cross-Appellants.
    PRESENT: Hon. GUIDO CALABRESI, Hon. REENA RAGGI, Circuit Judges, and Hon. JOHN F. KEENAN, District Judge.
    
    
      
       The Honorable John F. Keenan, United States District Court for the Southern District of New York, sitting by designation.
    
   SUMMARY ORDER

Ishak Fried and Brooklyn Closeout Corp. (“Plaintiffs”) appeal from the judgment of the United States District Court for the Southern District of New York (Baer, J.) holding that there was no binding contract between Fried and Kelly, that Plaintiffs are not entitled to a declaratory judgment or monetary damages, and that there was no fraud in securities. Ronald Kelly and Kelly Co. World Group, Inc. (“Defendants”) cross-appeal from the same judgment denying Defendants’ request for sanctions against Plaintiffs in connection with them Securities Act claim. Shortly before argument, Plaintiffs waived oral argument. The Court thereupon decided to take the case on submission. See 2d Cir. R. 34(e), (d); United States v. 27.09 Acres of Land, 43 F.3d 769, 770-71 (2d Cir.1994). We assume the parties’ familiarity with the facts, procedural history, and scope of the issues presented on appeal.

We have considered all of Plaintiffs’ and Defendants’ claims and find them to be without merit. Accordingly, we AFFIRM the judgment of the District Court for substantially the reasons stated in its decision.  