
    BAKER & TAYLOR INC., Baker & Taylor Fulfillment Inc., Plaintiffs-Appellants, v. Allan R. AVERY, Laura M. Avery, Defendants-Appellees.
    
    No. 13-2061-CV.
    United States Court of Appeals, Second Circuit.
    March 25, 2014.
    
      Joseph Michael Pastore, III, Pastore & Dailey LLC, Stamford, CT, for Plaintiffs-Appellants.
    Brian Eugene Moran and Brian James Wheelin, Robinson & Cole LLP, Stamford, CT, for Defendants-Appellees.
    Present: ROBERT D. SACK, DEBRA ANN LIVINGSTON, RAYMOND J. LOHIER, JR., Circuit Judges.
    
      
       We direct the Clerk of the Court to amend the official caption as noted.
    
   SUMMARY ORDER

Plaintiffs-Appellants Baker & Taylor Inc. and Baker & Taylor Fulfillment Inc. (together, “Baker & Taylor”) appeal from a decision and order of the United States District Court for the District of Connecticut (Shea, J.) granting judgment in favor of Allan and Laura Avery (the “Avery defendants”) on Baker & Taylor’s claims of breach of guaranty. We review an order granting summary judgment de novo, “resolving] all ambiguities and drawing] all permissible factual inferences in favor of the party against whom summary judgment is sought.” Wright v. Goord, 554 F.3d 255, 266 (2d Cir.2009) (alterations in original) (internal quotation marks omitted).

This dispute has been well-chronicled in previous opinions. See, e.g., Baker & Taylor, Inc. v. AlphaCraze.Com Corp., 602 F.3d 486 (2d Cir.2010). In brief, Al-phaCraze.com (“AlphaCraze”), a now-defunct online retailer, contracted with Baker & Taylor Inc. to fulfill its customers’ online orders. Two agreements executed in 1999 governed that relationship, including one entitled the “Drop Ship Agreement.” The Avery defendants, early investors in AlphaCraze, signed a guaranty in 2001 ensuring AlphaCraze’s debt to Baker & Taylor Inc. and its “successors and assigns.” In 2002, Baker & Taylor Inc. created Baker & Taylor Fulfillment Inc. as a wholly owned subsidiary for the purpose of affording “lawful sales tax advantages to customers such as Alpha-Craze.” That year, Baker & Taylor Inc. assigned its rights and obligations in the Drop Ship Agreement to Baker & Taylor Fulfillment Inc. Baker & Taylor Fulfillment Inc. began to fulfill AlphaCraze’s orders and, in 2004, the two companies signed a “Fulfillment Agreement” governing their relationship. The Fulfillment Agreement referenced two guarantees, a corporate guaranty signed by AlphaCraze and a personal guaranty signed by Alpha-Craze’s president and CEO. From 2006 to 2007, AlphaCraze amassed millions of dollars in debt owed to Baker & Taylor Fulfillment Inc. under the Fulfillment Agreement. Baker & Taylor now seeks to collect that debt from the Avery defendants pursuant to their 2001 guaranty, despite the fact that the guaranty was executed in favor of Baker & Taylor Inc. and — as Baker & Taylor acknowledged in its complaint and at a default judgment hearing — the debt was incurred under the Fulfillment Agreement signed by Baker & Taylor Fulfillment Inc.

Baker & Taylor asserts three reasons why it may nonetheless collect Alpha-Craze’s debt from the Avery defendants: (1) Baker & Taylor Fulfillment Inc. is an assignee of Baker & Taylor Inc.’s rights in the 2001 guaranty; (2) Baker & Taylor Fulfillment Inc. is a successor to Baker & Taylor Inc.’s rights in the 2001 guaranty; and (3) Baker & Taylor Inc. is independently owed AlphaCraze’s debt. For substantially the reasons set forth in the district court’s thoughtful ruling in favor of the Avery defendants, the first two arguments fail. See Baker & Taylor Inc et al v. AlphaCraze.com Corp et al., 3:07-cv-01851-MPS, Doc. No. 225 (D.Conn. Apr. 11, 2013). Further, as stated by the district court during argument on the parties’ motions, Baker & Taylor neither briefed nor supported its argument that Baker & Taylor Inc. is independently owed Alpha-Craze’s debt. Accordingly, the district court “focus[ed] on whether [Baker & Taylor] Fulfíllment[Inc. was], in fact, a successor or an assign[ ]” of Baker & Taylor Inc. Id. at 8:8-11. Baker & Taylor “agreed” with this approach. Id. at 8:12. Thus, Baker & Taylor has waived any argument that Baker & Taylor Inc. is independently owed AlphaCraze’s debt, either as Baker & Taylor Fulfillment Inc.’s corporate parent or as a third-party beneficiary of the Fulfillment Agreement.

We have considered all of Baker & Taylor’s remaining arguments and find them to be without merit. For the foregoing reasons, the judgment of the district court is hereby AFFIRMED.  