Nos. 19-1990, 21-1184

UNIBANK FOR SAVINGS,

Plaintiff, Appellee,

v.

999 PRIVATE JET, LLC.; ELINA SARGSYAN; EDGAR SARGSYAN,

Defendants, Appellees.

SBK HOLDINGS USA, INC.

Intervenor, Appellant.

APPEALS FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Timothy S. Hillman, U.S. District Judge]

Before

Lynch, Kayatta, and Gelpí, Circuit Judges.

Mark J. Geragos, with whom Geragos & Geragos APC, was on brief, for appellant. Eric Magnuson, with whom Gabriel Rossman and Nutter McClennen & Fish, LLP were on brief, for appellee.

April 11, 2022 GELPÍ, Circuit Judge. Unibank for Savings ("Unibank") originally brought this action against Edgar Sargsyan ("Sargsyan"), his spouse Elina Sargsyan, and 999 Private Jet, LLC ("999 Private Jet") for breach of their obligations under a promissory note secured by a Gulfstream aircraft. After the district court granted Unibank's unopposed motion for a preliminary injunction to repossess the aircraft, SBK Holdings USA, Inc. ("SBK") intervened, asserting an alleged superior security interest in said aircraft. The district court entered summary judgment against SBK and subsequently denied its motion to set aside the judgment. SBK appeals both rulings. We affirm. I. Background1

SBK is an investment company specializing in real and personal property. Sargsyan was its president and legal counsel from December 2013 until July 2016, when he was terminated for breaching his fiduciary duties. Sargsyan's relevant actions date back to 2015, when SBK was negotiating the purchase of a 1997 Gulfstream aircraft, Model G IV-SP, Serial No. 1315, FAA Registration No. N999SE (the "aircraft"). Sargsyan was required to report all current and potential investments and properties, as well as compile a status account of all SBK transactions. Additionally,

On summary judgment review, we examine the evidence of 1 record in the light most favorable to the non-moving party, here SBK. Estrada v. Rhode Island, 594 F.3d 56, 62 (1st Cir. 2010).

- 2 - he was required to ensure that title to all property acquired by SBK was held in its name. Sargsyan oversaw the purchase of the aircraft with SBK funds, but as the negotiations for the same took place, he created a new company independent from SBK. Instead of transferring the aircraft to SBK, he registered its title in the name of his newly created corporation, Regdalin Aviation LLC ("Regdalin"). Around February 2016, Sargsyan, on behalf of Regdalin, obtained a loan from Huntington National Bank (the "Huntington loan" and "Huntington Bank"), which perfected a security interest in the aircraft.

In September 2016, SBK discovered that the aircraft's title was registered to Regdalin rather than to itself. As a result, in December 2016, SBK's Chief Executive Officer ("CEO"), Dan McDyre, requested the Federal Aviation Administration ("FAA") to place a preliminary lien on the aircraft in the amount of $6,227,250. The FAA maintained the claim-of-lien letter in a suspense file.

On February 3, 2017, SBK brought an action in Los Angeles Superior Court against Sargsyan, Regdalin, and others seeking damages for breach of fiduciary duties, fraud, and embezzlement.2 After the California case had commenced, Sargsyan created yet another new company, 999 Private Jet, and transferr