source: Caselaw Access Project

author: JOHN M. WALKER, Jr., Circuit Judge:

license: Public Domain

text:
    TRIKONA ADVISERS LIMITED, Plaintiff-Appellant, v. Rakshitt CHUGH, individually, and as Trustee of the RC Family Trust, Peak XV Capital Advisers LLC, Peak XV Capital LLC, Peak XV GP LLC, ARC Capital LLC, Peak XC Fundamental Value Limited Partnership, Defendants-Appellees.

    No. 14-975-cv
    August Term, 2016
    United States Court of Appeals, Second Circuit.
    Argued: August 22, 2016
    Decided: January 18, 2017

      AndRew B. Bowman, Westport, CT, for Plaintiff-Appellant.
    John G. BalestrieRE (Stefan Savic, on the brief), Balestriere Fariello LLP, New York, NY, for Defendants-Appellants.
    Before: WALKER, CHIN, and LOHIER, Circuit Judges.

       The Clerk of the Court is directed to amend the caption as shown.

   JOHN M. WALKER, Jr., Circuit Judge:

Plaintiff Trikona Advisers, Ltd. (“TAL”) appeals from a decision of the district court for the District of Connecticut (Stefan R. Underhill, /.) granting summary judgment in favor of defendants Rakshitt Chugh, ARC Capital LLC, and other related corporate entities (the “Chugh Defendants”). TAL’s complaint alleged breaches of fiduciary duty by Chugh, a former partner and fifty-percent owner of TAL, and the other defendants. The district court held that TAL’s claims had previously been determined in Chugh’s favor in a proceeding in the Cayman Islands, and that TAL was collaterally estopped from asserting them in the Connecticut action. On appeal, TAL argues that the district court incorrectly applied the doctrine of collateral estoppel and further argues that Chapter 15 of the United States Bankruptcy Code prevents the district court from giving preclusive effect to the Cayman court’s factual findings. We find TAL’s arguments meritless and therefore AFFIRM the judgment of the district court.

BACKGROUND

I. Factual Background

TAL is an investment advisory company. Its two beneficial owners, Chugh and Aashish Kalra, formed the company in 2006 as a vehicle for helping foreign investors invest in Indian real estate and infrastructure. Each man held a fifty percent equity stake in TAL through entities controlled by them. Chugh’s shares were owned by ARC Capital LLC (“ARC”) and Haida Investments (“Haida”), and Kalra’s shares were owned by Asia Pacific Investments, Ltd. (“Asia Pacific”). At the same time, the two men formed Trinity Capital Pic., a closed-end fund listed on the London Stock Exchange, through which they solicited investments. Kalra and Chugh managed Trinity through TAL. Trinity paid TAL a fee for its management services, calculated at two percent of Trinity’s net asset value plus a performance fee.

The 2008 economic crisis took its toll on TAL and soured the relationship between Chugh and Kalra. Trinity’s shareholders began pressuring the Trinity board to sell the company’s assets and distribute capital which, while it might benefit the shareholders, would reduce TAL’s management fees by lowering Trinity’s net asset value. Chugh and Kalra differed on how to respond to the Trinity board’s proposed asset sale: Kalra opposed the move, while Chugh wanted to be more conciliatory to the shareholders. TAL tried to prevent the sell-off by acquiring the shares of QVT, one of Trinity’s main shareholders, but the deal collapsed when TAL could not secure the necessary financing. Frustrated, Kalra advocated taking legal action against QVT for breach of contract, but was ultimately dissuaded from that course by Chugh and outside legal counsel.

At the same time that the QVT deal collapsed, TAL also engaged in a series of ill-fated transactions with a German fund manager called SachsenFonds Holdings GmbH. At Kalra’s behest, SachsenFonds agreed to invest £45 million in three of Trinity’s existing real estate investments, and to co-invest a further £45 million with Trinity in five additional real estate acquisitions. The latter agreement failed to gain the approval of Trinity’s second-largest shareholder, which was still pressing Trinity to sell assets and did not want the company investing in new property acquisitions. To further this goal, Trinity ousted Chugh and another TAL-affiliated director from Trinity’s board and replaced them with directors who favored the selloff. Trinity then began liquidating its assets, resulting in a decline in its net asset value and a corresponding reduction in TAL’s fees. In early 2009, SachsenFonds itself beeame a victim of the global credit crunch and was unable to perform its remaining contractual obligations to Trinity. In an attempt to avoid liability for its default, SachsenFonds brought suit against Trinity and TAL, as well as Chugh and Kalra individually, alleging that they had fraudulently induced it to invest in Trinity.

The wide-ranging financial and legal fallout from TAL’s unsuccessful deal with SachsenFonds further soured the relationship between TAL and Trinity. In December of 2009, Trinity cited the failed transaction as a breach of TAL’s management agreement and terminated its contractual relationship with TAL. TAL responded by commencing an arbitration with Trinity, which the parties settled.

■With the collapse of the SachsenFonds deal, TAL essentially ceased to function as a going concern and made no serious attempts to enter into any new business or investment relationships. Kalra and Chugh blamed each other for the collapse of TAL’s business, and by 2009 their relationship had deteriorated to the point that they could no longer work together. They each used portions of TAL’s assets, along with customer information, to establish new, separate companies, Peak XV (Chugh) and Duranta (Kalra), so that each could attempt to build new real estate investment businesses. The souring of Kal-ra and Chugh’s relationship culminated on January 11, 2012, when, with no notice to Chugh, TAL’s board of directors voted to remove him as a director. This left Kalra exclusively in charge of TAL. Thereafter, Kalra proceeded to treat TAL and its assets as his own and Chugh was excluded from further involvement in the business.

II. Procedural History

TAL’s collapse spawned a number of legal proceedings in the United States and abroad, two of which are relevant here: a wind-up proceeding in the Cayman Islands and the federal civil suit in Connecticut that is the subject of this appeal.

A. The Wind-Up Proceeding

On February 13, 2012, ARC and Haida, which held Chugh’s TAL shares and were controlled by Chugh, filed a petition in the Grand Court of the Cayman Islands, seeking to “wind up” TAL, a Cayman corporation. The suit sought to liquidate the business and divide its assets between Chugh and Kalra. Asia Pacific, which held Kalra’s TAL shares and was controlled by Kalra, opposed Chugh’s petition. Under Cayman Islands law, a court may order a company to be wound up if it is “of opinion that it is just and equitable” to do so. Cayman Islands Companies Law V.92 (2013 Revision). Chugh argued to the Cayman court that it would be just and equitable to liquidate the company because: (1) TAL had experienced a “loss of substratum,” ie. a loss of its ability to “carry on the business for which it was established,” due to its dire financial condition and the complete breakdown in trust between Kalra and Chugh; (2) Kalra had, wrongfully caused Chugh to be removed from TAL’s board and thereby deprived Chugh of his “legitimate expectation of being involved in [TAL’s] management”; and (3) after he had removed Chugh from the board, Kalra proceeded to misuse TAL’s assets for his sole benefit.

Kalra opposed the wind-up by asserting the affirmative defense that Chugh had breached his fiduciary duty to TAL in several ways, and that his removal from the board was therefore justified. Specifically, Kalra argued that: (1) Chugh intentionally sabotaged TAL’s attempt to acquire QVC’s shares in Trinity and had “caused” TAL to pay QVT £2 million for covenants of “extremely limited value”; (2) Chugh had later “prevented” TAL from bringing suit against QVT for breach of contract, over Kalra’s objections; (3) Chugh “forced” Kalra to agree to an unfavorable settlement with Trinity in the breach of contract arbitration arising out of the failed SachsenFonds deal; and (4) Chugh “stole” TAL’s assets and customer information for use in establishing Peak XV and interfered in the distribution of payments due to Kalra. Kalra framed these arguments as jurisdictional defenses, arguing that if any one of these allegations were true, Chugh would be precluded from invoking the Cayman court’s equitable jurisdiction under the doctrine of unclean hands.

The Cayman court tried the wind-up proceeding over seven days in January of 2013. At the trial’s conclusion, the court granted Chugh’s petition. It found that “each of’ Chugh’s allegations was supported by evidence, and that these allegations “taken together” supported a finding that it was just and equitable to wind up TAL. It also rejected each of Kalra’s affirmative defenses, concluding that there was “no merit whatsoever in the allegations made against Mr. Chugh.” Kalra appealed this judgment, first to the Court of Appeal of the Cayman Islands, and then to the Judicial Committee of the Privy Council in London. Both tribunals affirmed the judgment.

B. The District Court Proceeding

On December 28, 2011, two months before the commencement of the wind-up proceeding in the Caymans, Kalra, through Asia Pacific, sued the Chugh Defendants in the district court in Connecticut. After TAL’s- board removed Chugh, TAL was substituted as plaintiff. TAL’s Third Amended Complaint, the operative complaint in the district court proceeding, asserts eleven causes of action against the Chugh Defendants sounding in breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unfair competition, theft of trade secrets, civil conspiracy, conversion, statutory theft, unjust enrichment, and abuse of process. TAL alleged that Chugh breached his fiduciary duty by: (1) undermining TAL’s negotiating positions in the QVT and SachsenFonds deals; (2) causing TAL to enter into an unfavorable settlement of its claims against Trinity; (3) interfering with payments due to Kalra; and (4). misappropriating TAL’s customer information and assets in the course of founding- Peak XV to unfairly compete with TAL. These claims substantially re-prised the allegations Kalra asserted as affirmative defenses to Chugh’s wind-up petition in the Caymans.

Following the ruling of the Cayman court in the wind-up proceeding in January of 2013, the Chugh Defendants moved for summary judgment in the district court based on collateral estoppel. They argued that in deciding the petition the Cayman court had already made findings of fact in Chugh’s favor on all of Chugh’s assertions regarding TAL’s collapse, and that Kalra was therefore collaterally estopped from relitigating those factual disputes. The district court agreed, and on March 6, 2014 granted the Chugh Defendants’ motion for summary judgment.

On April 3, 2014, TAL moved for reconsideration pursuant to Federal Rule of Civil Procedure 59(e). TAL argued that the district court improperly gave preclu-sive effect to the Cayman court’s findings because each finding of fact on which the Cayman court had relied constituted an independent ground for granting Chugh’s petition for winding up. As a result, no single finding of fact was “essential” to the Cayman court’s holding in the wind-up proceeding as required by Connecticut law. See Lyon v. Jones, 291 Conn. 384, 406, 968 A.2d 416 (2009).

In its Rule 59(e) ruling, the district court agreed with TAL that the Cayman court’s findings of fact regarding Chugh’s arguments for winding up could not be preclusive, because each argument constituted an independent ground for granting the petition, and thus none alone was essential to the judgment. The district court nevertheless denied the motion to reconsider. It held that while the arguments that Chugh made to the Cayman court in favor of winding up TAL could not support collateral estoppel, the arguments that Kalra had advanced against winding up TAL could perform that function. Because Kalra had framed his assertions against Chugh as a jurisdictional defense based on unclean hands, he had effectively argued that the Cayman court was required to dismiss Chugh’s petition for lack of jurisdiction if that court accepted any of his claims as true. Because success on any single claim of fiduciary breach by Chugh would necessitate a finding of unclean hands and thus bar the petition, the Cayman court’s findings on these claims were “essential” to the outcome of the petition. The district court concluded that because the factual assertions Kalra made in defending the petition were fundamentally the same as the factual assertions that TAL made in its Third Amended Complaint, collateral estoppel still applied under Connecticut law and summary judgment was thus appropriate.

TAL now timely appeals both the district court’s grant of summary judgment and its denial of TAL’s motion for reconsideration.

DISCUSSION

We review a district court’s grant of summary judgment de novo. Abdu-Brisson v. Delta Air Lines, Inc., 239 F.3d 456, 465 (2d Cir. 2001). The district court’s judgment may be affirmed “on any ground fairly supported by the record.” Id. at 466. We also review a district court’s application of the doctrine of collateral es-toppel “de novo, accepting all factual findings of the district court unless clearly erroneous.” Chartier v. Marlin Mgmt., LLC, 202 F.3d 89, 93 (2d Cir. 2000). A district court’s denial of a motion for reconsideration, however, is reviewed for abuse of discretion. RJE Corp. v. Northville Indus. Corp., 329 F.3d 310, 316 (2d Cir. 2003) (per curiam).

TAL makes five separate arguments on appeal: 1) that the district court was precluded by Chapter 15 of the United States Bankruptcy Code from applying collateral estoppel to the findings of fact from the wind-up proceeding; 2) that the district court incorrectly gave preclusive effect to the Cayman court’s findings of fact because those findings were not “essential” to its judgment; 3) that the Cayman court’s findings of fact cannot have preclu-sive effect in the district court because the wind-up proceeding was an in rem proceeding, while the district court proceeding is in personam; 4) that TAL and the respondents in the wind-up proceeding are not in privity with each other; and 5) that the district court erred in granting comity to the judgment of the Cayman court because doing so was contrary to United States national policy. We address each of these arguments in turn.

I. Chapter 15 of the United States Bankruptcy Code

Chapter 15 of the United States Bankruptcy Code, 11 U.S.C. § 1501 et seq., requires that under certain circumstances, before foreign liquidation proceedings may be recognized in United States courts, a bankruptcy court in the United States must approve an application for recognition from a “foreign representative” appointed in connection with that foreign proceeding. 11 U.S.C. § 1515. TAL argues that because no application for recognition was ever made in connection with the Cayman Island wind-up proceeding, that judgment cannot be recognized in the district court. As a result, TAL argues that the findings of fact made by the Cayman court in the wind-up proceeding cannot be given preclusive effect and therefore cannot support the district court’s granting of summary judgment in favor of the defendants on collateral estoppel grounds.

We agree with the district court that the requirements of Chapter 15 do not apply here. Chapter 15, enacted by Congress in 2005, incorporated into United States law the Model Law on Cross-Border Insolvency drafted by the United Nations Commission on International Trade. 11 U.S.C. § 1501. The statute’s primary purpose was to facilitate the consolidation of multinational bankruptcies into one single proceeding. In re ABC Learning Centres Ltd., 728 F.3d 301, 305-06 (3d Cir. 2013). Chapter 15 addressed a persistent problem in cross-border liquidations: creditors would initiate multiple bankruptcy proceedings to recover assets from a debt- or in jurisdictions other than the site of the principal liquidation. Id. at 305. This caused administrative inefficiency and also allowed ci-editors to bypass the priority restraints of the main bankruptcy proceeding and attempt to recover more than their fair share of the debtor’s assets. Id. In the interests of uniformity and efficiency, Chapter 15 provides for the cooi’dination of domestic and foreign proceedings into a single bankruptcy and, with specific relevance to the issue raised by TAL, allows foreign representatives appointed in connection with foreign proceedings to seek recognition of those proceedings in United States courts as a means of requesting United States assistance in administering the main liquidation. Id. at 306.

Consistent with its limited purpose, 11 U.S.C. § 1501(b) specifies four circumstances in which Chapter 15 applies. These are cases in which:

(1) assistance is sought in the United States by a foreign court or a foreign representative in connection with a foreign proceeding;
(2) assistance is sought in a foreign country in connection with a case under this title;
(3) a foreign proceeding and a case under this title with respect to the same debtor are pending concurrently; or
(4) creditors or other interested persons in a foreign country have an interest in requesting the commencement of, or participating in, a case or proceeding under this title.

11 U.S.C. § 1501(b). These scenarios assume that (1) a United States court is being asked either to assist in the administration of a foreign liquidation proceeding or to administer a liquidation proceeding itself, or (2) a foreign court is being asked to assist in admipistering a liquidation proceeding in the United States.

Moreover, 11 U.S.C. § 1515 does not apply generally to parties, but, by its terms, requires only “foreign representatives” to apply for recognition of a foreign judgment in bankruptcy. A “foreign representative” is defined in 11 U.S.C. § 101(24) as “a person or body... authorized in a foreign proceeding to administer the reorganization or the liquidation of the debtor’s assets or affairs or to act as a representative of such foreign proceeding.”

No party to the district court proceeding is a “representative” of a “foreign proceeding,” as those terms are defined in 11 U.S.C. §§ 101(24) and (23). And no party to the district court proceeding is seeking the assistance of the district court in enforcing or administering a foreign liquidation proceeding, 11 U.S.C. § 1501(b)(1); nor is any party seeking the assistance of a foreign country, 11 U.S.C. § 1501(b)(2); nor does the case involve a proceeding under the Bankruptcy Code pending concurrently with a foreign liquidation proceeding, 11 U.S.C. § 1501(b)(3); nor are foreign creditors seeking to commence an action under the Bankruptcy Code, 11 U.S.C. § 1501(b)(4). The instant non-bankruptcy action, brought in the District of Connecticut and governed by Connecticut law, is unconnected to any foreign or United States bankruptcy proceeding. Even assuming, arguendo, that the windup proceeding is the type of case that Chapter 15 would ordinarily cover, Chapter 15 does not apply when a court in the United States simply gives preclusive effect to factual findings from an otherwise unrelated foreign liquidation proceeding, as was done here.

II. Collateral Estoppel

Next we turn to TAL’s contention that the district court misapplied Connecticut’s doctrine of collateral estoppel. The parties’ briefs assume that Connecticut state law governs this case, “and such implied consent is ... sufficient to establish the applicable choice of law.” Arch Ins. Co. v. Precision Stone, Inc., 584 F.3d 33, 39 (2d Cir. 2009) (quotation marks and citations omitted). Collateral estoppel is a doctrine that “prohibits the relitigation of an issue when that issue was actually litigated and necessarily determined in a pri- or action between the same parties upon a different claim.” Lighthouse Landings, Inc. v. Conn. Light & Power Co., 300 Conn. 325, 343, 15 A.3d 601 (2011). An issue decided against a party in a prior proceeding may not be relitigated if: (1) it was “fully and fairly litigated in the first action”; (2) it was “actually decided”; and (3) the decision was “necessary to the judgment.” Id. at 344, 15 A.3d 601 (quoting Lyon v. Jones, 291 Conn. 384, 406, 968 A.2d 416 (2009)). An issue is “necessarily determined” if “in the absence of a determination of the issue, the judgment could not have been validly rendered.” Id. Connecticut adheres to the rule of collateral estoppel articulated in the Second Restatement of Judgments, Restatement (Second) of Judgments § 27 (1982), which, in addition to setting forth the above rule, also provides that “[i]f an issue has been determined, but the judgment is not dependent on the determination of the issue, the parties may relitigate the issue in a subsequent action. Findings on nonessential issues usually have the characteristics of dicta.” Lyon, 291 Conn. at 406, 968 A.2d 416 (quotation marks and citations omitted).

As the district court noted in its ruling on Asia Pacific’s motion for reconsideration, TAL’s affirmative defenses to Chugh’s arguments to the Cayman court would have been dispositive of the wind-up proceeding. Had the Cayman court found to be credible any one of Kalra’s several assertions that Chugh breached his fiduciary duty, it would have been required to dismiss the petition. Thus, the Cayman court was required to resolve each of Kal-ra’s arguments in Chugh’s favor before it could proceed to the merits of Chugh’s petition.

TAL does not dispute that Kalra’s affirmative defenses in the wind-up proceeding are based in substance on the same allegations made in its Third Amended Complaint. Because those defenses were necessarily resolved against TAL in the wind-up proceeding, and because they substantially correspond to the allegations contained in the operative complaint in this case, the district court properly applied the doctrine of collateral estoppel.

III. Preclusive Effect of In Rem Proceedings

TAL next contends that findings of fact made by the Cayman court cannot have preclusive effect in the district court proceeding because the wind-up proceeding was an in rem action, while the district court proceeding is an in personam action. This argument is meritless.

The Restatement (Second) of Judgments specifies that in rem proceedings do have preclusive effect in subsequent in person-am suits where parties to the subsequent suits were represented in the prior in rem proceeding. We previously addressed this question in Johnston v. Arbitrium (Cayman Islands) Handels AG, 198 F.3d 342, 348 (2d Cir. 1999), where we held that factual findings in an in rem suit in Delaware Chancery Court had preclusive effect under Delaware law on a subsequent in personam suit in federal district court.

The cases TAL cites in its briefing do not support its position. TAL argues that the United States Supreme Court’s decision in Myers v. International Trust Co., 263 U.S. 64, 44 S.Ct. 86, 68 L.Ed. 165 (1923) holds that in rem proceedings cannot have a preclusive effect on subsequent in personam suits. But Myers actually stands for the opposite proposition. TAL quotes the following language from Myers: “An adjudication of bankruptcy, or a discharge therefrom, is a judgment in rem and is binding on, and res judicata as to, all the world, only in respect of the status of the bankrupt, and is not conclusive as to the findings of fact or subsidiary questions of law on which it is based ...but omits the rest of the sentence: “except as between parties to the proceedings or privies thereto.” 263 U.S. at 73, 44 S.Ct. 86 (emphasis added).

The only Connecticut case that TAL cites is Wood v. Watkinson, 17 Conn. 500 (1846), from which it extracts the following quotation:

So, if a judgment operates in the state where it was rendered only in rem, it will not elsewhere be enforced in per-sonam. It results conclusively from this principle, or is rather involved in it, that if a judgment in a state where it is recovered, has not the effect of binding personally the defendants ... in the suit in which it was rendered, no greater effect will be given to it in any other state where it is endeavoured to be enforced.

Id. at 506. But Wood simply holds that if a judgment rendered in one state is only binding in rem, then the Full Faith and Credit Clause, U.S. Const., art. IV, sec. 1, does not require other state courts to enforce that judgment in personam, since the Constitution does not require a state to give “greater effect” to an out-of-state judgment “than [that judgment] would have in the state where it was rendered.” Wood, 17 Conn. at 504-05. Wood does not hold that in rem proceedings can never have preclusive effect in a subsequent in personam suit, and indeed does not address the question of issue preclusion at all.

IV. Privity

TAL also argues that the factual findings of the Cayman court should not be given preclusive effect because the parties to the district court proceeding were not the same as, or in privity with, the parties in the wind-up proceeding. A party can be estopped from relitigating ah issue that was decided adversely to him in a prior litigation only if the issue was litigated by that party, or by a party with substantially similar legal interests. Mazziotti v. Allstate Ins. Co., 240 Conn. 799, 814, 695 A.2d 1010 (1997). This requirement ensures “that the interests of the party against whom collateral estoppel ... is being asserted have been adequately represented ... at the initial proceeding.” Id. at 813, 695 A.2d 1010 (quoting Aetna Cas. & Sur. Co. v. Jones, 220 Conn. 285, 304, 596 A.2d 414 (1991)). Under Connecticut law, “[t]here is no prevailing definition of privity to be followed automatically in every case.” Id. A court “focuses on the functional relationships of the parties.” Id. at 814, 695 A.2d 1010 (noting that privity is, “in essence, a shorthand statement for the principle that collateral estoppel should be applied only when there exists such an identification in interest of one person with another as to represent the same legal rights so as to justify preclusion.”).

TAL’s arguments are unpersuasive. First, TAL suggests that the Chugh Defendants are not “entitled to the benefit” of the windup proceeding because they are not in privity with the parties who filed the wind-up petition in the Cayman court. This argument is irrelevant. Connecticut has followed most other jurisdictions in abandoning the “mutuality of parties” rule, which held that both parties in a subsequent litigation needed to be the same as, or in privity with, the parties in a prior litigation in order for collateral estoppel to apply. Under current Connecticut law, only the party against whom collateral es-toppel is asserted (in this case, TAL) must have been represented in both proceedings. Aetna Cas. & Sur. Co., 220 Conn. at 302, 596 A.2d 414.

TAL does not make any specific argument to the effect that its interests were not adequately represented in the wind-up proceeding. Indeed, TAL has not disputed that it is in privity with Asia Pacific, which was a party to the wind-up proceeding. This concession alone defeats TAL’s privity argument. See id. at 303, 596 A.2d 414 (“Collateral estoppel may be invoked against a party to a prior adverse proceeding or against those in privity mth that party.”) (emphasis added). Moreover, Asia Pacific’s defenses asserted in the wind-up proceeding were based entirely on alleged violations of TAL’s rights, and those same purported violations now form the basis of TAL’s Third Amended Complaint. While the parties in the windup proceeding and the district court proceeding are not identical, they are nearly so, and TAL has made no effort in this case to show that its interests were not identical to those of Asia Pacific. We therefore agree with the district court that TAL is sufficiently aligned with the respondents in the wind-up proceeding for collateral estoppel to apply.

V. Comity

Finally, we address TAL’s argument that the district court erred in granting comity to the judgment of the Cayman court because doing so was contrary to United States “national policy.” In a diversity action, state substantive law governs a court’s application of comity principles. See, e.g., Drexel Burnham Lambert Grp. Inc. v. Galadari, 777 F.2d 877, 880 (2d Cir. 1985). Connecticut adheres to “common-law comity principles,” which “compel” a “rule of deference” to foreign judgments in most cases. Turner v. Frowein, 253 Conn. 312, 352, 752 A.2d 955 (2000). Judgments “of courts of foreign countries are recognized in the United States because of the comity due to the courts and judgments of one nation from another.” Id. at 352, 752 A.2d 955 (quoting Litvaitis v. Litvaitis, 162 Conn. 540, 544, 295 A.2d 519 (1972)).

TAL is correct that a court is not required to grant comity to a foreign judgment where doing so would be contrary to the public policy of the state or nation called upon to give it effect. See Litvaitis, 162 Conn. at 544, 295 A.2d 519; cf. Cunard S.S. Co., Ltd. v. Salen Reefer Servs. AB, 773 F.2d 452, 457 (2d Cir. 1985). However, TAL’s brief provides no argument, in law or policy, for its contention that comity would be inappropriate here. Other courts have granted comity to Cayman Island judgments. See, e.g., In re Nat’l Warranty Ins. Risk Retention Grp., 384 F.3d 959, 963 (8th Cir. 2004) (affirming bankruptcy court’s recognition of comity with Cayman Islands court administering liquidation proceedings); Cybernaut Capital Mgmt. Ltd. v. Partners Grp. Access Secondary 2008, L.P., No. 13 CIV. 5380 WHP, 2013 WL 4413754, at *3 (S.D.N.Y. Aug. 7, 2013) (affording comity to Cayman Islands judgment as not inconsistent with United States public policy). Given the strong presumption in favor of granting comity to foreign judgments, TAL’s threadbare arguments on this point are unavailing.

Lastly, TAL unpersuasively argues that Chapter 15 of the Bankruptcy Code preempts the state law doctrine of comity. A federal statute may preempt state law either expressly or by-implication. Express preemption occurs when “Congress ... withdrawal specified powers from the States by enacting a statute containing an express preemption provision.” Wurtz v. Rawlings Co., LLC, 761 F.3d 232, 238 (2d Cir. 2014), cert, denied, — U.S. -, 135 S.Ct. 1400, 191 L.Ed.2d 360 (2015) (quoting Arizona v. United States, 567 U.S. 387, 132 S.Ct. 2492, 2500-01, 183 L.Ed.2d 351 (2012)). TAL fails to cite any provision of Chapter 15 that expressly preempts the state law of comity. The one statute TAL does cite, 28 U.S.C. § 1334(c)(1), concerns the discretionary right of district courts to abstain from hearing core claims under Title 11 in the interest of comity with state courts and is inapposite here. See, e.g., In re Petrie Retail, Inc., 304 F.3d 223, 232 (2d Cir. 2002).

A federal statute preempts state law by implication when Congress intends to “occupy the field” and when “the challenged state law stands as an obstacle to the accomplishment ,.. of the full purposes and objectives of Congress.” Crosby v. NFTC, 530 U.S. 363, 372-73, 120 S.Ct. 2288, 147 L.Ed.2d 352 (2000) (quotation mark and internal citations omitted). TAL does not make any specific arguments regarding implied preemption, but such an argument would be unavailing in any case. Given the very narrow purpose of Chapter 15, it is clear that Congress did not intend to completely preempt state law regarding the application of the common law of comity. Such a result would do nothing to advance the stated objectives of the statute.

CONCLUSION

We have considered TAL’s remaining arguments, and we find them meritless. We therefore AFFIRM the judgment of the district court.

      . The same section defines "foreign proceeding” as "a collective judicial or administrative proceeding in a foreign country, including an interim proceeding, under a law relating to insolvency or adjustment of debt in which proceeding the assets and affairs of the debtor are subject to control or supervision by a foreign court, for the purpose of reorganization or liquidation.” 11 U.S.C. § 101(23).

      . In a Rule 28(j) letter, TAL provided a copy of an order of the Superior Court of Connecticut, Judicial District of Hartford, dated May 31, 2016, holding that a complaint by ARC against Asia Pacific could only be enforced through Chapter 15. See ARC Capital LLC v. Asia Pacific Ltd., et al., No. HHD-CV-15-5040236-S (Conn. Super. Ct. May 31, 2016). Even assuming, arguendo, that the Superior Court’s order was correctly decided, the facts here are distinguishable. In the state court proceeding, ARC sought the assistance of the Superior Court of Connecticut in enforcing an order that the Cayman court issued in connection with the wind-up proceeding, which awarded attorneys’ fees to ARC and Haida Investments, Ltd. Because ARC requested the direct assistance of a court within the United States in enforcing an order issued in connection with a foreign liquidation proceeding, this is a scenario that arguably falls within the scope of Chapter 15. Here, by contrast, the Chugh Defendants argue only that the findings of fact made in the wind-up proceeding should be given preclusive effect. They do not seek the assistance of the District of Connecticut in enforcing any judgment of the Cayman court.

      . See Restatement (Second) of Judgments § 30, cmt. d (1982) ("A valid judgment based only on jurisdiction over a thing is conclusive as to interests in the thing, even as to nonap-pearing parties (see Comment a). Such a judgment has no further conclusive effect except in accordance with the rules of issue preclusion set forth in §§ 27, 28. Under those rules, parties who have appeared in the action and litigated an issue as adversaries will normally be precluded from relitigating that issue if its determination was essential to the judgment.”).

      . TAL argues that the exception in Myers only applies when the parties to the prior in rem. suit were also parties to an "actual, distinct, and separate in personam suit” connected to the liquidation proceeding. BB 43. However, the opinion in Myers does not state such a . limitation. See 263 U.S. at 73-74, 44- S.Ct. 86, In any event, it is the Connecticut law of collateral estoppel that governs this suit, and TÁL has not cited any Connecticut case in support of this proposition.


author: DRONEY, Circuit Judge:

text:
    IN RE: WORLD TRADE CENTER LOWER MANHATTAN DISASTER SITE LITIGATION Stanislaw Faltynowicz, Lucyna Foremska, Ruben Acosta, Vladmir Akoulov, Waldemar Balcer, Joaquin Campuzano, Henryk Ciborowski, Jan Dobrowolski, Marek Glowaty, Eugeniusz Jastrzebowski, Zbigniew Kucharski, Maria Moreno, Irena Perzynaska, Marian Retelski, Dariusz Wszolkowski, Boguslaw Zalewski, Plaintiffs-Appellants, State of New York, Intervenor-Appellant, v. Battery Park City Authority, et al., Defendants-Appellees. Santiago Alvear, Plaintiff-Appellant, State of New York, Intervenor-Appellant, v. Battery Park City Authority, Defendant-Appellee. Peter Curley, Mary Ann Curley, Plaintiffs-Appellants, State of New York, Intervenor-Appellant, v. Battery Park City Authority, Defendant-Appellee.

    Nos. 15-2181-cv(L) 15-2283-cv(Con) 15-2285-cv(Con) 15-2487-cv(Con) 15-2506-cv(Con) 15-2687-cv(Con)
    August Term, 2016
    United States Court of Appeals, Second Circuit.
    Argued: October 5, 2016
    Decided: January 19, 2017

      GREGORY J. Cannata, Gregory J. Cannata & Associates, LLP, New York, New York, for Plaintiffs-Appellants Stanislaw Falty-nowicz, Lucyna Foremska, Ruben Acosta, Vladmir Akoulov, Waldemar Balcer, Joaquin Campuzano, Henryk Ciborowski, Jan Dobrowolski, Marek Glowaty, Eugeniusz Jastrzebowski, Zbigniew Kucharski, Maria Moreno, Irena Perzynaska, Marian Retel-ski, Dariusz Wszolkowski, Boguslaw Za-lewski.
    Paul J. Napoli (Michael Cohan, on the brief), Worby Groner Edelman & Napoli Bern, LLP, New York, New York, for Plaintiffs-Appellants Santiago Alvear, Peter Curley, Mary Ann Curley.
    Andrew W. Amend, Senior Assistant Solicitor General (Barbara D. Underwood, Steven C. Wu, Eric Del Pozo, on the brief), for Eric T. Schneiderman, Attorney General for the State of New York, New York, New York, for Intervenor-Appellant State of New York.
    John M. Flannery (Eliza M. Scheibel, on the brief), Wilson Elser Moskowitz Edelman & Dicker LLP, White Plains, New York, for Defendant-Appellee Battery Park City Authority.
    Before: LYNCH, DRONEY, Circuit Judges, and REISS, Chief District Judge.

       The Clerk of Court is directed to amend the caption as set forth above.

       Chief Judge Christina Reiss, United States District Court for the District of Vermont, sitting by designation.

   DRONEY, Circuit Judge:

This appeal requires us to determine whether Battery Park City Authority (“BPCA”), a public benefit corporation, has the capacity to challenge a New York State claim-revival statute as unconstitutional under the New York State Constitution, and whether that challenge succeeds on the merits. As we explain below, we believe we cannot resolve those questions without first certifying two predicate questions to the New York Court of Appeals:

(1) Before New York State’s capacity-to-sue doctrine may be applied to determine whether a State-created public benefit corporation has the capacity to challenge a State statute, must it first be determined whether the public benefit corporation “should be treated like the State,” see Clark-Fitzpatrick, Inc. v. Long Island R.R. Co., [70 N.Y.2d 382, 521 N.Y.S.2d 653] 516 N.E.2d 190, 192 ([ ]1987), based on a “particularized inquiry into the nature of the instrumentality and the statute claimed to be applicable to it,” see John Grace & Co. v. State Univ. Constr. Fund, [44 N.Y.2d 84, 404 N.Y.S.2d 316] 375 N.E.2d 377, 379 ([]1978), and if so, what considerations are relevant to that inquiry?; and
(2) Does the “serious injustice” standard articulated in Gallewski v. H. Hentz & Co., [301 N.Y. 164] 93 N.E.2d 620 ([ ]1950), or the less stringent “reasonableness” standard articulated in Robinson v. Robins Dry Dock & Repair Co., [238 N.Y. 271] 144 N.E. 579 ([ ]1924), govern the merits of a due process challenge under the New York State Constitution to a claim-revival statute?

Accordingly, we CERTIFY these questions to the New York Court of Appeals.

BACKGROUND

I. Battery Park City Authority

In 1968, the New York State Legislature decided to address the “substandard, insanitary, deteriorated and deteriorating conditions” affecting -Manhattan’s Lower West Side. N.Y. Pub. Auth. Law § 1971. Accordingly, it created BPCA and tasked it with “replanning, reconstructing] and rehabilitating]” the area, with significant participation by the private sector, “for the prosperity and welfare of the people of the city of New York and of the state as a whole.” Id. The redevelopment was to include the creation of a mixed commercial and residential community. See id.

To accomplish this goal, BPCA was created as a public benefit corporation, id. § 1973, and authorized to, inter alia, “sue and be sued,” “acquire, lease, hold, mortgage and dispose of real property,” “fix, establish and collect rates, rentals, fees and other charges,” and “borrow money and issue negotiable bonds, notes or other obligations,” id. § 1974. BPCA maintains its own general fund, see id. § 1975, and is solely responsible for the repayment of its bond obligations, see id. § 1979. It has seven members, each appointed by the Governor with the advice and consent of the New York Senate. Id. § 1973(1).

BPCA has successfully developed the 92-acre site—known as Battery Park City—into a community that houses over 10 million square feet of commercial space, 13,500 residents, 4 public schools, and 36 acres,of parks. See Who We Are, Battery Park City Authority, http://bpca.ny.gov/ about/who-we-are/ (last visited Jan. 13, 2017).

II. Plaintiffs’ Claims Against BPCA

This consolidated appeal involves claims for personal injuries sustained by eighteen workers who participated in the large-scale cleanup operations across Lower Manhattan following the terrorist attacks of September 11, 2001. In the years that followed, these Plaintiffs developed a host of serious respiratory illnesses. Plaintiffs believe their illnesses stemmed from the cleanup work they had performed at several BPCA-owned properties impacted by the 9/11 attacks. Specifically, Plaintiffs believe they had been exposed to harmful toxins as a result of BPCA’s failure to adequately ensure worker safety at those sites. Consequently, between 2006 and 2009, Plaintiffs filed personal injury suits against BPCA in the United States District Court for the Southern District of New York, asserting claims under New York labor law and common-law negligence. Plaintiffs’ suits, along with hundreds of others, were assigned to Judge Hellerstein and consolidated for pretrial purposes.

In July 2009, the district court dismissed a substantial number of these cases, including Plaintiffs’, for failure to serve a timely notice of claim upon certain public defendants as required by New York law. Specifically, the district court dismissed more than 600 suits against BPCA, and another 124 suits against other public and municipal entities.

III. Jimmy Nolan’s Law

In the wake of these dismissals, the New York Legislature enacted General Municipal Law § 50—i(4), known as “Jimmy Nolan’s Law,” which revived for one year all time-barred claims against public corporations for personal injuries sustained by workers who participated in post-9/11 rescue, recovery, or cleanup efforts. See N.Y. Gen. Mun. Law § 50-i(4)(a). The Legislature explained that “thousands of World Trade Center workers ha[d] developed disabling respiratory illnesses and other injuries at rates that greatly exceed those of the general population,” and that those workers “should not be denied their rights to seek just compensation simply because they were provided incorrect information about their work conditions, did not immediately recognize the casual connection between their injuries and their exposure, or were unaware of the applicable time limitations.” N.Y. State Assembly Mem. Supp. Legislation, reprinted in Bill Jacket for 2009 A.B. 7122, Ch. 440, at 6 (July 17, 2009). Following the law’s enactment, many workers, including Plaintiffs, revived their claims against BPCA.

IY. BPCA’s Challenge to Jimmy Nolan’s Law

In August 2014, BPCA moved for summary judgment against eight workers who had filed suit against BPCA pursuant to Jimmy Nolan’s Law, challenging.the law as unconstitutional. BPCA contended, first, that it had the capacity to raise such a challenge despite its status as a public benefit corporation, and, second, that the law violated its due process rights under the New York State Constitution. The Attorney General of the State of New York (hereinafter the “Attorney General”) intervened to defend the law.

The district court (Heller stein, J.) agreed with BPCA, and granted summary judgment in BPCA’s favor. In re World Trade Ctr. Lower Manhattan Disaster Site Litig., 66 F.Supp.3d 466, 468 (S.D.N.Y. 2014). In so ruling, the district court held that BPCA is an entity independent of New York State and therefore has the capacity to challenge the constitutionality of State statutes. Id. at 473. On the merits, the court held that “Jimmy Nolan’s Law does not fall within the narrow exception for revival statutes” under New York law, and is “unconstitutional under the Due Process Clause of the New York State Constitution, as applied to BPCA.” Id. at 476.

On March 6, 2015, BPCA moved to extend the district court’s ruling to an additional 171 workers, including Plaintiffs. Finding no relevant factual differences between those workers and the eight whose claims were previously dismissed, the district court granted BPCA’s motion. In re World Trade Ctr. Lower Manhattan Disaster Site Litig., 304 F.R.D. 379 (S.D.N.Y. 2015), ECF No. 5796. Plaintiffs and the Attorney General now appeal.

DISCUSSION

I. Standard of Review

We review de novo a district court’s grant of summary judgment. Matthews v. City of New York, 779 F.3d 167, 171 (2d Cir. 2015). Summary judgment is proper only if “‘the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.’ ” Id. (quoting Fed. R. Civ. P. 56(a)). We also review de novo a district court’s interpretation and application of state law. Phansalkar v. Andersen Weinroth & Co., 344 F.3d 184, 199 (2d Cir. 2003) (per curiam).

II. BPCA’s Capacity to Challenge Jimmy Nolan’s Law

a. The Capacity-to-Sue Rule

New York follows the traditional capacity-to-sue rule, which states that “municipalities and other local governmental corporate entities and their officers lack capacity to mount constitutional challenges to acts of the State and State legislation.” City of New York v. State of New York, 86 N.Y.2d 286, 631 N.Y.S.2d 553, 655 N.E.2d 649, 651 (1995). Such entities are “purely.creatures or agents of the State,” and so “cannot have the right to contest the actions of their principal or creator affecting them in their governmental capacity.” Id. In other words, “political power conferred by the Legislature confers no vested right as against the government itself.” Id. (quoting Black River Regulating Dist. v. Adirondack League Club, 307 N.Y. 475, 121 N.E.2d 428, 433 (1954)). This rule is also a “necessary outgrowth of separation of powers doctrine: it expresses the extreme reluctance of courts to intrude in the political relationships between the Legislature, the State and its governmental subdivisions.” Id., 631 N.Y.S.2d 553, 655 N.E.2d at 654.

The New York Court of Appeals has recognized four exceptions to this general rule: (1) where a public corporation has express statutory authorization to bring suit; (2) where the legislation adversely affects a public corporation’s proprietary interest in a specific fund of moneys; (3) where the statute impinges upon “Home Rule” powers of a public corporation constitutionally guaranteed under article IX of the New York State Constitution; and (4) where the public corporation asserts that, if it is obliged to comply with the statute, that very compliance will force the corporation to violate a constitutional proscription. See id. 631 N.Y.S.2d 553, 655 N.E.2d at 652.

Resolution of the issue of whether BPCA may mount its constitutional challenge would thus seemingly involve the straightforward application of the capacity-to-sue rule and its four recognized exceptions. However, BPCA asserts that, before this rule may be applied, two criteria must first be met: (1) it must be determined that the public entity “should be treated like the State,” as determined by a “particularized inquiry into the nature of the instrumentality and the statute claimed to be applicable to it;” and (2) the statute must restrict the public benefit corporation’s governmental powers. We address each criterion in turn.

b. The “Particularized Inquiry” Test

In Clarh-Fitzpatrick, Inc. v. Long Island Rail Road Co., the New York Court of Appeals recognized that public benefit corporations are not political subdivisions of the State “but rather enjoy, for some purposes, an existence separate and apart from the State.” 70 N.Y.2d 382, 521 N.Y.S.2d 653, 516 N.E.2d 190, 192 (1987). The Court explained that a “particularized inquiry” is therefore “necessary to determine whether—for the specific purpose at issue—the public benefit corporation should be treated like the State.” Id.

Consistent with this framework, the New York Court of Appeals has considered whether a public benefit corporation should be “treated like the State” for purposes of, inter alia, receiving immunity from punitive damages, Id., 521 N.Y.S.2d 653, 516 N.E.2d at 192-93, falling within the scope of a statute prohibiting the defrauding of the “state or any political subdivision thereof,” People v. Miller, 70 N.Y.2d 903, 524 N.Y.S.2d 386, 519 N.E.2d 297, 298-99 (1987) (internal quotation marks omitted), and providing economic relief on public construction contracts, John Grace & Co. v. State Univ. Constr. Fund, 44 N.Y.2d 84, 404 N.Y.S.2d 316, 375 N.E.2d 377, 377-79 (1978).

It is unclear whether New York courts have applied the particularized-inquiry test in the present context—that is, to determine whether a public benefit corporation should be treated like the State for the purpose of having the capacity to raise a constitutional challenge to a State statute. Nonetheless, BPCA urges us to apply the particularized-inquiry test here. Were we to do so, BPCA maintains, we would conclude that BPCA should not be treated like the State and is therefore not subject to the bar imposed by the eapacity-to-sue rule. Indeed, the district court concluded as much in its opinion below. See In re World Trade Ctr. Lower Manhattan Disaster Site Litig., 66 F.Supp.3d at 471-73.

In response, the Attorney General argues that, although public benefit corporations may not be identical to the State in every respect, they are indistinguishable from the State for the purpose of challenging a State statute. In other words, the Attorney General contends that the capacity-to-sue rule is absolute, and does not turn on a particularized inquiry into the particular functions or purposes of the public corporation in question. Rather, the “relevant and dispositive factor” is whether the entity “remain[s] subject to the Legislature’s ongoing control.” Interve-nor’s Reply Br. at 4.

The Attorney General asserts that these principles are plainly illustrated by the New York Court of Appeals’ decision in Black River Regulating District v. Adirondack League Club. In that case, the Black River Regulating District proposed a plan to build a reservoir and dam on the Moose River to regulate river flow, and raised funds for the project by issuing certificates of indebtedness. Black River, 121 N.E.2d at 430, 434. The Legislature later passed a statute effectively barring the project. Id. at 430. The District brought suit, challenging the statute as unconstitutional. Id. at 431. The Court of Appeals held that the District lacked the power to raise such a challenge. Id. at 434.

The Court explained:

A regulating district charged with authority to carry out the public purpose is an agency of the State depending for its existence and performing its functions subject to the control and direction of the State. The number and nature of its powers are within the State’s absolute discretion and any alteration, impairment or destruction of those powers by the Legislature presents no question of constitutionality.

Id. at 432-33. The Court further reasoned that the District had “no special character different from that of the State,” that its purpose was “a State purpose,” and that its “issuance of certificates of indebtedness [did] not confer upon [it] an independent status by which [it has] standing.” Id. at 434. Accordingly, the District’s suit was barred. See id.

Although the Attorney General argues that Black River precludes BPCA’s challenge, we believe that the decision’s significance is not so clear. As an initial matter, it is not evident whether, at the time of the Court’s decision, the District was a “public benefit corporation” under New York law. The District’s enabling laws created “river regulating districts” as “public corporations,” and defined that term as including “counties, towns, cities, villages, corporations created under this article and all other governmental agencies clothed with the power of levying general taxes.” N.Y. Envtl. Conserv. Law §§ 430(7), 431 (1915). The law in effect in 1954, meanwhile, defined “public corporations” as including municipal corporations, district corporations, and public benefit corporations, each of which were defined separately. L.1941, ch. 460, § 3(1) (1941). Thus, we cannot discern whether the District was, at the relevant point in time, a public benefit corporation—as opposed to a municipal or district corporation—a fact that potentially undermines Black River’s significance to the present appeal.

Even assuming the District was a public benefit corporation at the time of the Court’s decision, it is not clear to us that Black River altogether forecloses application of the particularized-inquiry test. As described above, the Court observed that the District had “no special character” apart from that of the State, that its sole purpose was a “State purpose,” and that its financial authority conferred no independent standing. Black River, 121 N.E.2d at 434. This language is not inconsistent with the particularized-inquiry test.

Our reading of Black River is further complicated by a later decision by the New York Court of Appeals in Patterson v. Carey. In that case, the Jones Beach State Parkway Authority, a public benefit corporation, financed a new parkway through the sale of bonds, and charged tolls on the parkway to discharge its bond obligations. Patterson, 41 N.Y.2d 714, 395 N.Y.S.2d 411, 363 N.E.2d 1146, 1149-50 (1977). Years later, the Parkway Authority announced a toll increase. Id., 395 N.Y.S.2d 411, 363 N.E.2d at 1150. The New York Legislature quickly enacted a statute suspending the increase. Id. 395 N.Y.S.2d 411, 363 N.E.2d at 1150-51. The Parkway Authority and the institutional trustee for the Authority’s bondholders filed suit against the State to declare the law unconstitutional. Id. 395 N.Y.S.2d 411, 363 N.E.2d at 1151. After concluding that the Parkway Authority and trustee had “sufficient standing” to bring suit, id. 395 N.Y.S.2d 411, 363 N.E.2d at 1151 n.*, the Court of Appeals found the statute unconstitutional, id. 395 N.Y.S.2d 411, 363 N.E.2d at 1151.

BPCA interprets Patterson as holding that a “public benefit corporation has standing to bring a constitutional challenge to a state statute.” Appellee’s Br. at 17. It is not clear, though, that Patterson should be interpreted in this way for several reasons. First, the Court of Appeals’ discussion on standing is relegated to a footnote; the main text of the opinion concerns the merits of the plaintiffs’ constitutional challenge and makes no mention of standing principles or the capacity-to-sue rule.

Second, both the Parkway Authority and the institutional trustee for the bondholders served as plaintiffs. Accordingly, the Court had no need to consider whether the Parkway Authority, on its own, would have had the legal capacity to raise its challenge against the State. Indeed, in concluding that the plaintiffs had standing, the Court cited Jeter v. Ellenville Central School District, 41 N.Y.2d 283, 392 N.Y.S.2d 403, 360 N.E.2d 1086 (1977), apparently for the premise that, although a public entity might have “procedural standing” to participate in a suit challenging State legislation, it nevertheless lacks the substantive right to raise its own constitutional challenges. See Jeter, 392 N.Y.S.2d 403, 360 N.E.2d at 1088. This view is supported by the Court’s merits discussion, which focuses on the constitutional rights of the bondholders, not the Park Authority. See Patterson, 395 N.Y.S.2d 411, 363 N.E.2d at 1152 (holding that “the statute is arbitrary and deprives bondholders of a contractual right without due process of law” (emphasis added)).

Finally, although the Court’s merits discussion reiterates the principle that a “public authority enjoys an existence separate and apart from the State, even though it exercises a governmental function,” id. 395 N.Y.S.2d 411, 363 N.E.2d at 1154 (internal quotation marks omitted), that language speaks to whether the Legislature impermissibly infringed the State Comptroller’s exercise of his discretionary power, and is separate from the Court’s due process analysis, see id. Based on these considerations, we are disinclined to read Patterson as BPCA does. Nonetheless, Patterson adds additional uncertainty to an already unsettled area of state law.

In light of the foregoing, we believe there is an absence of definitive guidance on.the question of whether the particularized-inquiry test applies in the present context. To our knowledge, no New York court has squarely addressed this question and, as discussed above, other relevant State-law decisions are inconclusive. As a result, we are unable to predict with confidence how the New York Court of Appeals would resolve this issue—a factor weighing in favor of certification. See Griffin v. Sirva Inc., 835 F.3d 283, 293-94 (2d Cir. 2016).

Moreover, it is less than clear to us from the caselaw how the particularized inquiry, if required, is to be conducted. We understand that such an inquiry focuses on “the nature of the instrumentality” in conjunction with “the statute claimed to be applicable to it.” John Grace, 404 N.Y.S.2d 316, 375 N.E.2d at 379. However, given the diversity of the types of public benefit corporations and of the issues at stake in the various cases in which such inquiries have been conducted, we find it difficult to discern not only whether New York law requires us "to conduct a particularized inquiry, but also what such an inquiry would involve in the particular case before us.

c. Restriction on Governmental Powers

BPCA also asserts that, for the capacity-to-sue rule to apply, the statute at issue must restrict the public entity’s governmental powers. Here, BPCA contends, Jimmy Nolan’s Law imposes no restrictions on BPCA’s delegated powers and functions; rather, the law merely addresses procedural prerequisites to litigation against all public corporations. Accordingly, BPCA contends it is free to challenge the law’s constitutionality.

This argument is squarely foreclosed by the New York Court of Appeals’ decision in City of New York v. State of Neiv York:

[T]he municipal plaintiffs argue that the iack of capacity to sue doctrine only applies to ... statutory restrictions on a municipality’s power.... This contention ignores our precedents in which lack of capacity to sue has applied to block challenges to a far wider variety of State actions having differing adverse impacts on local governmental bodies and their constituents.

631 N.Y.S.2d 553, 655 N.E.2d at 653. We therefore reject BPCA’s argument as mer-itless.

III. The Constitutionality of Jimmy Nolan’s Law

On the merits, BPCA argues that Jimmy Nolan’s Law violates its due process rights under the New York State Constitution. The Attorney General asserts that the statute is constitutional. Before we can resolve this issue, we must first determine which legal standard applies when evaluating the constitutionality of a revival statute.

In Robinson v. Robins Dry Dock & Repair Co., the New York Court of Appeals examined the constitutionality of a statute that revived for one year certain injured workers’ claims. See 238 N.Y. 271, 144 N.E. 579, 580 (1924). The Court began by recognizing that the situation was “accidentally produced”—the workers faced a limitations bar because they had originally pursued claims under an alternative statutory scheme, which was later overturned by the U.S. Supreme Court. See id. at 580, 582. Observing that disallowance of the workers’ claims would thus “deprive a plaintiff without fault of a cause of action based on defendants’ wrong,” and noting that the revival statute imposed “no arbitrary deprivation” of the defendants’ rights, the Court concluded that the statute was a “reasonable” exercise of the Legislature’s power and declared the statute constitutional. Id. at 582.

In Gallewski v. H. Hentz & Co., the Court.of Appeals considered the constitutionality of a revival statute that provided redress to persons unable to file claims by virtue of being residents of Nazi-occupied territories during World War II. See Gallewski, 301 N.Y. 164, 93 N.E.2d 620, 622 (1950). The Court of Appeals cited Robinson, and interpreted it as “holding that the Legislature may constitutionally revive a personal cause of action where the circumstances are exceptional and are such as to satisfy the court that serious injustice would result to plaintiffs not guilty of any fault if the intention of the Legislature were not effectuated.” Id. at 624. Applying that test, the Court held that the statute at issue was “entirely proper.” Id. As the Court explained, World War II caused an “upheaval of unparalleled magnitude” and a “thorough disruption of communication,” utterly preventing residents of occupied territories from filing claims in U.S. courts. Id. at 624-25. Allowing limitations periods to run during such a time, the Court concluded, “would not accord with elementary notions of justice and fairness.” Id. at 625.

Finally, in Hymomtz v. Eli Lilly & Co., the Court of Appeals addressed the constitutionality of a statute that revived for one year all actions for injuries caused by the drug diethylstilbestrol (“DES”). See Hymowitz, 73 N.Y.2d 487, 541 N.Y.S.2d 941, 539 N.E.2d 1069, 1072 (1989). Due to the latent nature of DES injuries, many such suits were barred by the applicable statute of limitations, which accrued upon exposure to the toxic substance rather than discovery of the injury. See id., 541 N.Y.S.2d 941, 539 N.E.2d at 1072-73. The Court began by reciting the “stringent,” “serious injustice” standard articulated in Gallewski. Id. 541 N.Y.S.2d 941, 539 N.E.2d at 1079. The Court next observed that a “less strict test” had been applied in other cases, and cited the “reasonable[ness]” standard articulated in Robinson. Id. Though faced with these two differing standards, the Court concluded that the revival statute in question met “the highest standard” and so found no need to “light upon a precise test.” Id.

Both BPCA and the Attorney General acknowledge these complexities. Nonetheless, the Attorney General asserts that, based on existing decisions, the “New York courts, if made to choose, would evaluate Jimmy Nolan’s Law under a reasonableness standard.” Intervenor’s Br. at 43. BPCA, meanwhile, insists that New York courts have consistently applied the “serious injustice” test. Appellee’s Br. at 41. Indeed, the district court below appears to have adopted this more stringent test. See In re World Trade Ctr. Lower Manhattan Disaster Site Litig., 66 F.Supp.3d at 473 (describing revival statutes as applicable “only in limited circumstances,” where “serious injustice” might otherwise result).

Faced with two differing legal standards, we are unable to determine which standard the New York Court of Appeals would apply. See Griffin, 835 F.3d at 293-94. The question is further complicated by the fact that neither party has cited to us, nor have we found, any case in which any New York state court has struck down any statute reviving expired claims. In the absence of any caselaw applying any of the differing verbal formulations to find such a statute unconstitutional, it is difficult to perceive whether the various tests differ in them concrete application, or under what circumstances New York would find a revival statute unconstitutional under any of the proposed tests. We therefore turn next to the issue of whether certification on this question, as well as the preceding question, is appropriate.

IV. Certification to the New York Court of Appeals

Pursuant to Second Circuit Local Rule 27.2, we may certify to the New York Court of Appeals “determinative questions of New York law that are involved in a case pending before us for which no controlling precedent of the Court of Appeals exists.” Osterweil v. Bartlett, 706 F.3d 139, 142 (2d Cir. 2013) (internal quotation marks and alterations omitted); see also State Farm Mut. Auto. Ins. Co. v. Mallela, 372 F.3d 500, 505 (2d Cir. 2004) (deeming certification appropriate “where state law is not clear and state courts have had little opportunity to interpret it,” “where an unsettled question of state law raises important issues of public policy,” and “where the question is likely to recur”).

Here, BPCA and the Attorney General contend that New York law is sufficiently settled for us to resolve both legal questions. Nonetheless, the parties agree that, should this Court determine otherwise, certification is the appropriate course. For the reasons described below, we believe that the legal questions presented by this case would more appropriately be answered by the New York Court of Appeals.

Before certifying questions to the Court of Appeals, we must first answer three others: (1) “whether the New York Court of Appeals has addressed the issue and, if not, whether the decisions of other New York courts permit us to predict how the Court of Appeals would resolve it”; (2) “whether the question is of importance to the state and may require value judgments and public policy choices”; and (3) “whether the certified question is determinative of a claim before us.” Griffin, 835 F.3d at 293-94 (internal quotation marks omitted).

In our view, all three factors weigh in favor of certification. First, as described in detail in Parts II and III, supra, we believe there is an absence of authoritative guidance concerning both legal questions.

Second, these questions are plainly of great importance to the State. Whether a public benefit corporation such as BPCA is sufficiently independent from the State and may therefore raise a constitutional challenge to State legislation involves competing policy concerns better addressed by the New York Court of Appeals. See Schoenefeld v. New York, 748 F.3d 464, 470 (2d Cir. 2014) (asserting that such policy concerns “should not be ceded to a federal court of appeals when it is unnecessary to do so in the first instance”); see also City of New York, 681 N.Y.S.2d 553, 655 N.E.2d at 654 (observing “extreme reluctance of courts to intrude in the political relationships between the Legislature, the State[,] and its governmental subdivisions”). Whether the constitutionality of a revival statute should be judged under the “serious injustice standard” or more lenient “reasonableness” standard likewise requires a series of “value judgments and public policy choices.” See Griffin, 835 F.3d at 294.

Finally, these questions are determinative of the present litigation. If the particularized-inquiry test applies, and if BPCA is judged to be sufficiently independent from the State, then the traditional capacity-to-sue rule will not attach and BPCA will be free to raise its constitutional challenge. However, if the particularized-inquiry test does not apply, or if it applies but BPCA is deemed to be indistinguishable from the State for the purpose of challenging a State statute, then BPCA will be subject to the traditional capacity-to-sue rule and—unless it can prove that it falls within one of the rule’s four limited exceptions— BPCA’s constitutional challenge will be dismissed. As to the merits of BPCA’s due process challenge, the legal standard by which that challenge is to be judged will in all likelihood dictate the outcome of our analysis of the constitutionality of Jimmy Nolan’s Law.

In light of these considerations, we certify the following questions to the New York Court of Appeals pursuant to Second Circuit Local Rule 27.2 and New York Court of Appeals Rule 500.27:

(1) Before New York State’s capacity-to-sue doctrine may be applied to determine whether a State-created public benefit corporation has the capacity to challenge a State statute, must it first be determined whether the public benefit corporation “should be treated like the State,” see Clark-Fitzpatrick, Inc. v. Long Island R.R. Co., [70 N.Y.2d 382, 521 N.Y.S.2d 653] 516 N.E.2d 190, 192 ([ ]1987), based on a “particularized inquiry into the nature of the instrumentality and the statute claimed to be applicable to it,” see John Grace & Co. v. State Univ. Constr. Fund, [44 N.Y.2d 84, 404 N.Y.S.2d 316] 375 N.E.2d 377, 379 ([]1978), and if so, what considerations are relevant to that inquiry?; and
(2) Does the “serious injustice” standard articulated in Gallewski v. H. Hentz & Co., [301 N.Y. 164] 93 N.E.2d 620 ([ ]1950), or the less stringent “reasonableness” standard articulated in Robinson v. Robins Dry Dock & Repair Co., [238 N.Y. 271] 144 N.E. 579 ([ ]1924), govern the merits of a due process challenge under the New York State Constitution to a claim-revival statute?

In certifying these questions, we do not bind the Court of Appeals to the particular questions stated. Rather, the Court of Appeals may expand these certified inquiries to address any further question of New York law as might be relevant to the particular circumstances presented in this appeal. In particular, if the Court of Appeals decides that a particularized inquiry is required with respect to the capacity to sue issue, we would welcome specific guidance, should the Court wish to provide it, as to the appropriate result of the inquiry in this particular case. This panel retains jurisdiction and will consider any issues that remain on appeal once the New York Court of Appeals has either provided us with its guidance or declined certification.

CONCLUSION

It is hereby ORDERED that the Clerk of this Court transmit to the Clerk of the New York Court of Appeals this opinion as our certificate, together with a complete set of the briefs and the record filed in this Court. The parties shall bear equally any fees and costs that may be imposed by the New York Court of Appeals in connection with this certification.

      . New York law defines a "public benefit corporation” as a "corporation organized to construct or operate a public improvement wholly or partly within the state, the profits from which inure to the benefit , of this or other states, or to the people thereof." N.Y. Gen. Constr. Law § 66(4).

      . Plaintiffs filed suit in the Southern District of New York pursuant to the Air Transportation Safety and System Stabilization Act, which vested that court with "exclusive jurisdiction over all actions brought for any claim (including any claim for loss of property, personal injury, or death) resulting from or relating to the terrorist-related aircraft crashes of September 11, 2001.” Pub. L. No. 107-42, § 408(b)(3), 115 Stat. 230 (codified at 49 U.S.C. § 40101 note). Unless inconsistent with or preempted by federal law, New York law governs Plaintiffs’ claims. See id. § 408(b)(2).

      . Under New York law, a plaintiff filing a personal injury claim against a public defendant must: (1) serve a notice of claim within ninety days of the claim’s accrual, N.Y. Gen. Mun. Law § 50-e(l)(a); and (2) file suit within three years of the claim’s accrual, N.Y. C.P.L.R. 214(5). A claim based on a latent injury from exposure to a harmful substance . accrues "on the date of discovery of the injury by the plaintiff or on the date when through the exercise of reasonable diligence the injury should have been discovered, whichever is earlier." N.Y. C.P.L.R. 214-c(3).

      . We pause here to note one of the ironies of this case. On the one hand, BPCA insists that it should not be treated like the State, and therefore may freely challenge Jimmy Nolan's Law as unconstitutional. On the other hand, BPCA has consistently invoked as a defense New York’s 90-day notice-of-claim rule—a protection available to BPCA by virtue of its status as a public corporation. See N.Y. Gen. Mun. Law § 50-e.

      . Indeed, the current enabling statute for river regulating districts again employs the general term ‘‘public corporation,” and provides that, for purposes of federal law, such districts are deemed to be municipal corporations. See N.Y. Envtl. Conserv. Law §§ 15-2103(1), 15—2103(1—a). But see Hudson River-Black River Regulating District, New York State, http://www.hrbrrd.com (last visited Jan. 13, 2017) (District, in its current incarnation, describing itself as a public benefit corporation); N. Elec. Power Co. v. Hudson River-Black River Regulating Dist., 122 A.D.3d 1185, 997 N.Y.S.2d 793, 794 (2014) (characterizing District, in its current incarnation, as a public benefit corporation).

      . Indeed, the Court of Appeals has drawn a distinction elsewhere between "standing” and "capacity to sue,” stating that "[t]he issue of lack of capacity to sue does not go to the jurisdiction of the court, as is the case when the plaintiffs lack standing.” City of New York, 631 N.Y.S.2d 553, 655 N.E.2d at 652. Thus, it is possible to read Patterson as ruling not on capacity to sue, the lack of which "is a ground for dismissal which must be raised by motion and is otherwise waived,” id. but rather on jurisdictional standing, thus malting the case of little relevance to the present appeal.

      . The revival of time-barred claims does not implicate federal due process protections. See, e.g., Stogner v. California, 539 U.S. 607, 651, 653, 123 S.Ct. 2446, 156 L.Ed.2d 544 (2003); Chase Sec. Corp. v. Donaldson, 325 U.S. 304, 314, 65 S.Ct. 1137, 89 L.Ed. 1628 (1945). Presumably for that reason, BPCA raises no federal constitutional claim, and argues only that Jimmy Nolan’s law conflicts with the New York State Constitution.

      . To further complicate our analysis, the Legislature has since enacted a new "discovery” rule to account for "the latent effects of exposure to any substance.” See L.1986, ch. 682, § 2. The rule provides:
      [A] claim or action for personal injury ... caused by the latent effects of exposure to any substance or combination of substances ... shall be deemed to have accrued on the date of discovery of the injury by the plaintiff or on the date when through the exercise of reasonable diligence the injury should have been discovered, whichever is earlier.
      N.Y. C.P.L.R. 214-c(3). To our knowledge, New York courts have yet to address how this rule might affect the analysis of a claim-revival statute under either Robinson or Gallewski.