
    ABCON ASSOCIATES, INC., Plaintiff-Counter Defendant-Appellant-Cross Appellee, v. HAAS & NAJARIAN, Haas & Najarian, LLP, Defendants-Counter Claimants-Appellees-Cross Appellants.
    16-916-cv(L)
    16-1779-cv(CON)
    16-964-cv(XAP)
    16-1851-cv(XAP)
    United States Court of Appeals, Second Circuit.
    June 13, 2017
    
      FOR PLAINTIFF-COUNTER DEFENDANT-APPELLANT-CROSS AP-PELLEE: RICHARD HAMBURGER, Hamburger, Maxson, Yaffe & McNally, LLP, Melville, New York.
    FOR DEFENDÁNTS-COUNTER CLAIMANTS-APPELLEES-CROSS APPELLANTS: JEFFREY T. STRAUSS (Sara Spiegelman, on the brief), Wachtel Missry LLP, New York, New York.
    PRESENT: PIERRE N. LEVAL, PETER W. HALL, DENNY CHIN, Circuit Judges.
   SUMMARY ORDER

Plaintiff-counter defendant-appellant-cross appellee Abcon Associates, Inc. (“Ab-con”) appeals from the February 29, 2016 memorandum and order and May 4, 2016 judgment of the district court (Wexler, J/.), entered after a bench trial, to the extent the court awarded defendants-counter claimants-appellees-cross appellants Haas & NajarIan and Haas & Najarian, LLP (together, “H&N”) $568,845 in attorneys’ fees, plus interest, in quantum meruit. H&N cross-appeals from the same decision and judgment to the extent the court awarded Abcon $463,000, plus interest, in contract damages. We assume the parties’ familiarity with the underlying facts, procedural history, and issues on appeal.

“In reviewing a judgment entered after a bench trial, we ‘must not set aside’ the district court’s findings of fact ‘unless they are clearly erroneous.’ ” Krist v. Kolombos Rest. Inc., 688 F.3d 89, 95 (2d Cir. 2012) (alterations omitted) (quoting Fed. R. Civ. P. 52(a)(6)). “We review the district court’s conclusions of law, and its application of the law to the facts, de novo.” Id.

A. Award of Contract Damages

We agree with the district court that Abcon was not obligated to pay H&N legal fees under the terms of their agreement. The June 27, 2007 letter agreement contained a satisfaction clause, and Abcon acted reasonably in expressing its dissatisfaction with the resolution of the matter, as its debt to New York Community Bank increased from $257,361 to $1,161,490. Hence, Abcon reasonably exercised its contractual right under the satisfaction clause to be -relieved of its obligation to pay H&N $463,000 in fees. See J.D. Cousins & Sons, Inc. v. Hartford Steam Boiler Inspection & Ins. Co., 341 F.3d 149, 153 (2d Cir. 2003) (holding that performance under satisfaction clause is assessed for reasonableness if clause calls for satisfaction based on objective criteria). Accordingly, we affirm the district couiifs judgment with respect to its award of contract damages to Abcon of $463,000, plus interest.

B. Award in Quantum Meruit

We vacate the district court’s judgment to the extent it awarded legal fees to H&N in quantum meruit. “New York law does not permit recovery in quantum me-ruit, however, if the parties have a valid, enforceable contract that'governs the same subject matter as the quantum meruit claim.” Mid-Hudson Catskill Rural Migrant Ministry, Inc. v. Fine Host Corp., 418 F.3d 168, 175 (2d Cir. 2005). Thus, there can be no recovery in quantum me-ruit in this case because the valid and enforceable agreement between the parties already addressed the conditions under which H&N would be paid for its legal services. Moreover, even if recovery in quantum meruit were not precluded here, H&N would still be ineligible for a quantum meruit recovery because it could not have had a reasonable expectation that it would be entitled to fees if the satisfaction clause were reasonably invoked. See id. (requiring expectation of compensation for recovery in quantum meruit). Accordingly, H&N is not entitled to recover legal fees in quantum meruit.

* * *

We have considered the remaining arguments and find them to be without merit. Accordingly, we AFFIRM the judgment of the district court to the extent it awarded Abcon $463,000 in contract damages, and we VACATE the judgment to the extent it awarded H&N $568,845 in quantum meru-it. We REMAND the matter for further proceedings consistent with this opinion.  