Second Circuit – Breach of Contract: Chesapeake Energy Corp. v. Bank of New York Mellon Trust Co., N.A.

U.S. Court of Appeals for the Second Circuit – Breach of Contract – Contract Interpretation

Chesapeake Energy Corp. v. Bank of New York Mellon Trust Co., N.A.

13-1893-cv

Judges Leval, Carney and Failla

Background: The defendant appealed from a judgment declaring that the notice of redemption issued by the plaintiff was timely and effective to redeem certain senior notes at the special price of 100 percent of the principal amount, plus accrued and unpaid interest to the date of redemption.

Ruling: The Second Circuit reversed. The court held that under the unambiguous terms of the indenture, the notice was not timely to redeem the notes at the special price, as such a redemption needed to be concluded no later than the date issued with 30 to 60 days prior notice.

Roy T. Englert Jr. of Robbins, Russell, Englert, Orseck, Untereiner & Sauber for the defendant-appellant; Richard F. Ziegler of Jenner & Block for the plaintiff-appellee