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SPRINGWELL NAVIGATION CORP., Respondent, v. SANLUIS CORPORACIÓN, S.A., Appellant.

Plaintiff was the beneficial holder of a $1 million interest in an Unrestricted Global Note issued by defendant. The court properly found that as such, plaintiff had no right to sue upon an indenture agreement for interest payments (see MacKay Shields v Sea Containers, 300 AD2d 165), since that document specifically reserved that right to the registered holder of the Note. However, the court erred in finding that plaintiff had a right to sue on the Note itself, inasmuch as plaintiff was not the holder of a negotiable instrument (see Caplan v Unimax Holdings Corp., 188 AD2d 325; cf. Friedman v Airlift Intl., 44 AD2d 459). Nor is there any basis for its finding that a right to sue for interest payments is bestowed upon plaintiff by the Trust Indenture Act of 1939, whose purpose was to prevent majority investors from taking collective action to make amendments to an indenture affecting the rights of other holders (see In re Board of Directors of Multicanal S.A., 307 BR 384, 388-389 [SD NY 2004]).

We have considered plaintiff's remaining contentions and find them unavailing.

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SPRINGWELL v. SANLUIS
(Dec 20, 2007)