Federal District Court Finds that Affiliate of Hedge Fund D.B. Zwirn & Co. Failed to Prove Breach of Loan and Security Agreement by Borrower in that Agreement

In 2006, the principals of defendant Traditions Management, LLC (Traditions), approached hedge fund D.B. Zwirn & Co. (Zwirn) for financing.  Zwirn, through plaintiff Bernard National Loan Investors, Ltd. (Bernard), made a $26.5 million non-recourse loan to Traditions.  The loan agreement imposed personal liability on Traditions’ principals only in the event a principal was responsible for a breach of certain representations and covenants made in that agreement.  In early 2008, as the credit crisis expanded, Bernard commenced a lawsuit against the defendants in U.S. District Court for the Southern District of New York.  Through several amendments of its original complaint, Bernard alleged that defendants were liable for fraud, conversion and various breaches of the loan agreement.  By the time of trial, in February 2010, Bernard’s claims had been whittled down essentially to breach of contract and determination of whether any of Traditions’ principals was personally liable under the loan agreement.  The Court denied all of Bernard’s claims and entered judgment in favor of defendants on all claims.  We summarize the relevant claims and the Court’s analysis of the evidence.

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