![]() ![]() In December 2013, Forest discovered that PP&G had “fail to fulfill various obligations under the MFA” and, as a result, declared PP&G in default. Second, PP&G granted Forest a security interest in substantially all of its assets, with the exception of “prepayments to third parties for energy purchases.” J.A. First, Forest agreed to fund up to 75 percent of the collateral PP&G was required to maintain in the BlackRock account. The MFA includes two other obligations relevant here. This arrangement between PP&G and Forest, known as factoring, is set out in a Master Factoring Agreement (“MFA”). PP&G, in turn, sells energy to end users on credit, but rather than collect payment, it sells its accounts receivable to Forest at a discount. deposit funds into a BlackRock To perfect its security interest in the account, ISO-NE entered into a Control Agreement with BlackRock authorized and PP&G as relevant BlackRock to release here, funds the to Control PP&G at Agreement ISO-NE and PP&G’s joint request. We have also considered several documents attached to the complaint and to BlackRock’s subsequent motions, which we are authorized to rely on because we find them “integral to the (Continued) 3 collateral, requires PP&G to account held in PP&G’s name. 1 New It buys energy from ISO England PP&G (“ISO-NE”), which extends 1 credit and, for We derive our account of the facts from Forest’s complaint, viewing them in the light most favorable to Forest and drawing all reasonable inferences in its favor. Because the UCC provisions on which Forest relies do not provide a private right of action, and because the property Forest seeks to recover is not subject to a claim for conversion, we affirm. ![]() When PP&G Uniform The district state a claim. violated its mind According two and to sections of asked Forest, Article to receive BlackRock’s 9 of the funds, court dismissed the complaint for failure to BlackRock payment to Maryland Commercial Code (UCC) and amounted to conversion. PP&G’s letter requested that future remittances from the account be sent to Forest. 2 DIAZ, Circuit Judge: BlackRock, Inc., an investment firm, received a letter from its customer, People’s Power & Gas (“PP&G”), stating that PP&G had assigned a security interest in its BlackRock account to a creditor, Forest Capital, LLC. Unpublished opinions are not binding precedent in this circuit. Mainoo, CLEARY GOTTLIEB STEEN & HAMILTON LLP, New York, New York, for Amicus The Securities Industry and Financial Markets Association. Kevin Carroll, SECURITIES INDUSTRY AND FINANCIAL MARKETS ASSOCIATION, Washington, D.C. Simon, OTTERBOURG P.C., New York, New York, for Amicus Commercial Finance Association. Penabad, GOLDBERG KOHN LTD., Chicago, Illinois Jonathan N. Gartenberg, DEWEY PEGNO & KRAMARSKY LLP, New York, New York, for Appellee. Dewey, DEWEY PEGNO & KRAMARSKY LLP, New York, New York, for Appellee. ![]() Wurst, RUSKIN MOSCOU FALTISCHEK, P.C., Uniondale, New York, for Appellant. Judge Diaz wrote the opinion, in which Chief Judge Gregory and Judge Wilkinson joined. (1:14−cv−01530−JFM) Argued: Decided: AugBefore GREGORY, Chief Judge, and WILKINSON and DIAZ, Circuit Judges. Appeal from the United States District Court for the District of Maryland, at Baltimore. COMMERCIAL FINANCE ASSOCIATION, Amicus Supporting Appellant, SECURITIES INDUSTRY AND FINANCIAL MARKETS ASSOCIATION, Amicus Supporting Appellee. 15-1551 FOREST CAPITAL, LLC, Plaintiff - Appellant, v. UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. ![]()
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