SUMMARY ORDER ZBD Constructors, Inc. (“ZBD”), appeals from the district court’s grant of
summary judgment in favor of Yellowstone Energy Limited Partnership (‘Yellowstone”). We assume the parties’ familiarity with the underlying facts, procedural history, and specification of issues for review. “A district court’s grant of a
summary judgment motion is subject to de novo review.” Horvath v. Westport Library Ass’n, 362 F.3d 147, 151 (2d Cir.2004). Federal Rule of Civil Procedure 56 states that “[t]he court shall grant
summary judgment 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.” Fed.R.Civ.P. 56(a). We conclude that the relevant portions of the contract at issue in this appeal are unambiguous and thus
summary judgment was properly granted in Yellowstone’s favor.
Section 4.11 of the contract makes clear that ZBD is not permitted to “participate in any suit, action, case or proceeding with respect to” any claim it might have against Yellowstone for unpaid principal and interest, unless ZBD first obtains “written consent” as required by the contract.
Section 4.08 of the contract merely states that a junior creditor such as ZBD still has a right to collect on any unpaid balance that may be due, and can seek to vindicate its right in court, so long as it complies with the relevant provisions of the agreement. (“Nothing contained herein shall ... prevent the Holder of any Junior Claim from exercising all rights, powers and remedies otherwise permitted by applicable law ..., all subject to the rights of the Holders of the Senior Claims as set forth in these subordination provisions.” (emphasis added)).
ZBD does not claim that it obtained the written consent required under the contract prior to filing its complaint in district court. Nor does ZBD provide a persuasive reason to excuse compliance with the no-action provision. Accordingly, the explicit terms of the contract unambiguously bar ZBD from seeking even a declaratory injunction — an “action” within the plain meaning of the contract — related to its loan to Yellowstone. Accordingly, the judgment of the district court hereby is AFFIRMED.