
    TRIODETIC INC., Plaintiff-Appellant, v. STATUE OF LIBERTY IV, LLC, Statue Cruises, LLC, M/V Hornblower Hybrid, in rem, Defendants-Appellees.
    No. 13-4460-cv.
    United States Court of Appeals, Second Circuit.
    Nov. 3, 2014.
    Raymond A. Connell, New York, NY, (Brian Keane, Kaplan/Bond Group, Boston, MA, on the brief), for Plaintiff-Appellant.
    Kenneth L. Leiby, Jr., Shackleton & Hazeltine, Millburn, NJ, (Dean W. Baker, Bohonnon Law Firm, New Haven, CT, on the brief), for Defendants-Appellees.
    Present: JOHN M. WALKER, JR., JOSÉ A. CABRANES, SUSAN L. CARNEY, Circuit Judges.
   SUMMARY ORDER

UPON DUE CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that the judgment of the District Court is AFFIRMED.

Plaintiff-appellant Triodetic Inc. appeals from the District Court’s November 7, 2013 entry of summary judgment in favor of defendants on plaintiffs claims for a maritime lien, unjust enrichment, and conversion. We assume the parties’ familiarity with the underlying facts, the procedural .history of the case, and the issues on appeal.

We review a grant of summary judgment de novo, viewing the facts “in the light most favorable to the non-moving party and drawling] all reasonable inferences in that party’s favor.” Cox v. Warwick Valley Cent. Sch. Disk, 654 F.3d 267, 271 (2d Cir.2011). Summary judgment is appropriate where “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). “Where the record taken as a whole could not lead a rational trier of fact to find for the non-moving party, there is no ‘genuine issue for trial.’ ” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986).

Upon de novo review of the record and relevant law, we conclude that the District Court properly granted summary judgment in favor of defendants on plaintiffs claim for a maritime lien. Plaintiff expressly agreed that no maritime lien could be deployed with respect to its purchase order with contractor Derecktor Shipyard Conn. LLC (“Derecktor”). The purchase order expressly provides that:

The parties agree that no lien or other in rem proceeding may attach or otherwise affect title to the Vessel for which the items are being utilized or any other vessel or property owned by the Authority in connection with any dispute or claim arising under or in connection with this [purchase order].

The phrase “Vessel for which the items are being utilized” plainly refers to the vessel M/V Hornblower Hybrid, for which plaintiff was subcontracted to construct and install an atrium.

The District Court also properly granted summary judgment in favor of defendants on plaintiffs unjust enrichment claim. There is no evidence in the record that defendants expressly consented to undertake Derecktor’s payment obligations to plaintiff after it became apparent that Derecktor would be unable to pay, nor do the circumstances surrounding the parties’ dealings give rise to an obligation to pay. See Perma Pave Contracting Corp. v. Paerdegat Boat & Racquet Club, Inc., 156 A.D.2d 550, 549 N.Y.S.2d 57, 59 (2d Dep’t 1989) (“[I]t is a firmly established principle that a property owner who contracts with a general contractor does not become liable to a subcontractor on a quasi-contract theory unless it expressly consents to pay for the subcontractor’s performance.”) (rejecting plaintiffs unjust enrichment claim); U.S. E. Telecommunications, Inc. v. U.S. W. Commc’ns Servs., Inc., 38 F.3d 1289, 1298 (2d Cir.1994) (“[U]nder New York law, a subcontractor may recover from a landowner (and a sub-subcontractor from a general contractor), even when a separate contract exists between the subcontractor and general contractor, if the owner has agreed to pay the general contractor’s debt or if the circumstances surrounding the parties’ dealings can be found to have given rise to an obligation to pay.”). Accordingly, “equity and good conscience” do not require defendants, who have no contractual relationship with the subcontractor plaintiff, to pay restitution. Golden Pac. Bancorp. v. F.D.I.C., 375 F.3d 196, 203 n. 8 (2d Cir.2004).

Finally, the District Court properly granted summary judgment in favor of defendants on plaintiffs conversion claim. Although the District Court did not address whether the bills of lading were nonnegotiable, and apparently overlooked the fact that some of the bills of lading did not list Derecktor as consignee, plaintiff never raised these arguments in its opposition to defendants’ motion for summary judgment. Accordingly, these arguments were waived. See Palmieri v. Lynch, 392 F.3d 73, 87 (2d Cir.2004).

CONCLUSION

We have considered all of the arguments raised by plaintiff on appeal and find them to be without merit. For the reasons stated above, we AFFIRM the District Court’s November 7, 2018 judgment. 
      
      . Although plaintiff claims in an affidavit that Derecktor "informed” it that defendants would make future payments, there is no evidence that defendants consented to pay for plaintiff’s performance. Indeed, plaintiff states that defendants said only that they were "committed” to completing the project, and that payment was still "to be discussed.” Joint App'x 129. Compare U.S. E. Telecommunications, Inc., 38 F.3d at 1299 (finding quasi-contract liability in light of defendant's promise to plaintiff that it would "get paid”).
     