
    MERRILL LYNCH CAPITAL SERVICES, INC., Plaintiff-Counter Defendant-Appellee, Merrill, Lynch, Pierce, Fenner & Smith, Inc., Merrill Lynch Credit Products, LLC, Merrill Lynch & Co. Inc., Counter Defendants, v. UISA FINANCE, Usinas Itamarati S.A., Defendants-Counter Claimants-Appellants.
    No. 12-2956-cv.
    United States Court of Appeals, Second Circuit.
    Aug. 30, 2013.
    Richard I. Werder, Jr. (Sanford I. Weis-burst, Adam S. Cashman, on the brief), Quinn Emanuel Urquhart & Sullivan, LLP, New York, NY, for Appellant.
    Thomas C. Rice (William T. Russell, Jr., Paul J. Sirkis, on the brief), Simpson Thacher & Bartlett LLP, New York, NY, for Appellee.
    PRESENT: RALPH K. WINTER, RICHARD C. WESLEY and SUSAN L. CARNEY, Circuit Judges.
   SUMMARY ORDER

In its June 21, 2010 order, the District Court (1) correctly dismissed defendants’ counter claims on the grounds that defendants failed to plead sufficient facts to plausibly establish claims for, inter alia, breach of a fiduciary duty by plaintiff-counter defendant Merrill Lynch Capital Services, Inc., or counter defendants Merrill, Lynch, Pierce, Fenner & Smith, Merrill Lynch Credit Products, LLC, and Merrill Lynch & Co.; and (2) correctly awarded summary judgment against defendant UISA Finance with respect to liability because defendants had failed to establish a genuine issue of material fact with regard to any of their contract defenses. For the reasons stated in its thorough and thoughtful opinion of April 10, 2012, the District Court also correctly held that (1) Itamarati’s guaranty of UISA Finance’s obligations to plaintiff is enforceable, and (2) defendants are liable to plaintiff in the amount of $146,138,856 plus interest and expenses.  