Citigroup Defeats Certification of Proposed Class in Breach of Contract Litigation

On September 2, 2025, the United States District Court for the Southern District of New York denied Loomis Sayles Trust Company’s (“LSTC”) motion for class certification in its breach of contract action against Cravath client Citigroup Global Markets Inc. (“Citigroup”).

LSTC asserted claims of breach of contract and breach of fiduciary duty related to Citigroup’s execution of two large securities trades on behalf of LSTC, its affiliated investment advisory firm and the funds the advisory firm manages. LSTC is seeking compensation for alleged combined losses in excess of $70 million. Cravath filed a motion for summary judgment in November 2023, which was granted in part in September 2024, dismissing LSTC’s breach of fiduciary duty claim but allowing the contract claim to proceed to trial, pending the court’s ruling on LSTC’s motion for class certification.

Citigroup opposed class treatment on multiple grounds, including because LSTC labored under a material conflict of interest with the other putative class members given that its own employees, who instructed Citigroup on how to execute the trades, may ultimately be responsible for the losses sustained. In light of these circumstances, Citigroup argued that LSTC cannot adequately represent the interests of the class and would be subject to unique defenses that make it atypical of the remaining class members. The court agreed on both counts. First, it held that the “divergence between [LSTC’S] interests in shielding itself from liability and the other class members’ interest in recouping the maximum recovery is ‘fundamental’ and ‘goes to the very heart of the litigation.’” Second, the court held that LSTC “occupies a unique position in relation to the class members by acting as their investment advisor,” meaning that its claims “are unlike those of the other class members” in the case. The Court further noted that “the class is disserved by Plaintiff’s misguided effort to represent the class,” and that LSTC is “ill‑suited to represent the interests” of the class.

The Cravath team includes partners Michael A. Paskin and Helam Gebremariam and associates Scott B. Cohen, Andrew T. Connery and S. Nicole Spadotto.

The case is Loomis Sayles Trust Company, LLC v. Citigroup Global Markets Inc., No. 22‑cv‑06706 (S.D.N.Y.).