Full opinion text
MEMORANDUM DECISION AND ORDER GEORGE B. DANIELS, District Judge: Before this Court is Magistrate Judge Michael H. Dolinger’s Report and Recommendation (“Report”) addressing Interve-nor Plaintiff Hana Financial, Inc.’s motion for partial summary judgment against: New Trend Apparel Inc., JCM Inc., Kisum Louie, and Byunglim Louie (the “New Trend Defendants”); Third-Party Defendants New York Clothing Group, Inc. (“NYCG”) and Nina Chang (together, the “Chang Parties”); and Lifeng Chen and related entities (the “Chen Plaintiffs”). The Report also addresses the Chen Plaintiffs’ motion for summary judgment against the New Trend Defendants and the Chang Parties. Magistrate Judge Dol-inger recommended that Hana’s motion for summary judgment be granted with respect to its breach of contract claim, and denied as to all of Hana’s additional claims. Magistrate Judge Dolinger further recommended that the Chen Plaintiffs’ motion for summary judgment be denied. Magistrate Judge Dolinger’s Report is adopted in its entirety. Hana’s motion for summary judgment is GRANTED in part and DENIED in part. The Chen Plaintiffs’ motion for summary judgment is DENIED. The Court may accept, reject or modify, in whole or in part, the findings and recommendations set forth within the Report. See 28 U.S.C. § 636(b)(1)(C). When there are objections to the Report, the Court must make a de novo determination of those portions of the Report to which objections are made. Id.; see also Rivera v. Barnhart, 423 F.Supp.2d 271, 273 (S.D.N.Y.2006). The district judge may also receive further evidence or recommit the matter to the magistrate judge with instructions. See Fed.R.Civ.P. 72(b); 28 U.S.C. § 636(b)(1)(C). The Court need not conduct a de novo hearing on the matter. See United States v. Raddatz, 447 U.S. 667, 675-76, 100 S.Ct. 2406, 65 L.Ed.2d 424 (1980). Rather, it is sufficient that the Court “arrive at its own, independent conclusions” regarding those portions to which objections were made. Nelson v. Smith, 618 F.Supp. 1186, 1189-90 (S.D.N.Y.1985) (quoting Hernandez v. Estelle, 711 F.2d 619, 620 (5th Cir.1983)). When no objections to a Report are made, the Court may adopt the Report if “there is no clear error on the face of the record.” Adee Motor Cars, LLC v. Amato, 388 F.Supp.2d 250, 253 (S.D.N.Y.2005) (citation omitted). If “the party makes only frivolous, conclusory or general objections, or simply reiterates her original arguments, the Court reviews the report and recommendation only for clear error.” Silva v. Peninsula Hotel, 509 F.Supp.2d 364, 366 (S.D.N.Y.2007). Furthermore, when a party makes no objections to a portion of a report and recommendation, “or where the objections are merely perfunctory responses, argued in an attempt to engage the district court in a rehashing of the same arguments set forth in the original petition, reviewing courts should review a report and recommendation for clear error.” Id. A party’s failure to file written objections to the Report and Recommendation precludes appellate review of this Court’s decision. See Thomas v. Arn, 474 U.S. 140, 155, 106 S.Ct. 466, 88 L.Ed.2d 435 (1985). In his Report, Magistrate Judge Doling-er advised the parties that pursuant to 28 U.S.C. § 636(b)(1), failure to file timely objections within fourteen days after being served with a copy of the Report would result in their waiver and preclude appellate review. Report at 466. Hana filed timely objections to the Report. ECF 307. The Chang Parties, non-moving parties in the motions before this Court, also filed timely objections. ECF No. 305. The Chen Plaintiffs did not file objections to the Report. After considering the parties’ objections, this Court adopts the thorough and well reasoned Report in its entirety. Background This ease began by the Chen Plaintiffs fifing a complaint against the New Trend Defendants over a business relationship gone awry. The Chen Plaintiffs alleged that they had paid $1 million for a fifty percent share in a prospective new joint venture with the New Trend Defendants, that the venture had not gone forward but that the Chen Plaintiffs never got their money back, and that they had delivered goods to the New Trend Defendants for which the Chen Plaintiffs were never paid. Compl. ¶¶ 14-21, 31, 38^0, 49-51. The Complaint alleges that the New Trend Defendants diverted almost every corporate asset from New Trend into other companies controlled by Louie, and that New Trend is no longer a viable business entity. Id. ¶48, 59. Around the same time that the Chen Plaintiffs brought this action, a Chinese entity related to them, Zhejiang Meibang Textile Company, brought a complaint against New Trend and Kisum Louie in a Chinese court. That complaint, although similar, only seeks redress for the claim related to unpaid goods delivered. In May 2011, Hana Financial, another creditor with a potentially superior claim to New Trend’s assets, intervened. Hana claims that New Trend defaulted on an August 2010 loan Hana extended to a New Trend affiliate that New Trend guaranteed and secured with a lien on its inventory. Lee Deck, dated June 14, 2011 ¶¶ 4-6. In late December 2011, while in discovery, Hana was granted leave to amend its in-tervenor complaint to add the Chang Parties as third-party defendants. Hana alleges that the New Trend Defendants, and in particular Kisum Louie’s wife, Byungfim Louie, conspired with Nina Chang, a former employee of New Trend, to fraudulently divert inventory from New Trend to NYCG in order to avoid Hana’s lien. Upon completion of discovery Hana and the Chen Plaintiffs filed the instant motions for summary judgment. See ECF Nos. 272, 278. Hana’s Motion for Summary Judgment Hanas’s Breach-of-Contract Claim Magistrate Judge Dolinger correctly found that Hana is entitled to summary judgment as to its breach of contract claim. Hana asserts that New Trend, JCM Logistics, and the Louies defaulted on their contractual obligations under the Promissory Note, the New Trend Guarantee agreement, and the Louies’ respective individual guarantee agreements. By stipulation, the New Trend parties have admitted this default. See Lee Decl. dated Apr. 15, 2013, Ex. G-S(b). The Chen Plaintiffs oppose Hana’s motion on the basis that: (1) the Louies did not read or understand the terms of the contract when they entered into it; (2) Byunglim Louie did not have the authority to sign the contract on the company’s behalf; and (3) Kisum Louie was prohibited by the terms of his agreement with Chen from unilaterally accepting loans. The Chen Plaintiffs’ arguments are unavailing. Magistrate Judge Dolinger correctly determined that the Chen Plaintiffs’ first argument lacks merit. See Report at 436. It is firmly established under New York law that a party remains bound by the terms of an agreement, irrespective of whether he or she failed to read the contract or was unaware of its terms at the time that he or she entered into it. See Pimpinello v. Swift & Co., 253 N.Y. 159, 162-63, 170 N.E. 530 (1930). Accordingly, the Chen Plaintiffs cannot avoid their contractual obligations on this basis. As for the Chen Plaintiffs’ remaining objections to the Hana factoring agreement, both arguments amount to an assertion that the Louies lacked authority to enter into the agreement. However, as Magistrate Judge Dolinger correctly found, whether Byunglim and Kisum Louie lacked actual authority is irrelevant. See Report at 436. At a minimum, the Louies each had the apparent authority to contractually bind New Trend, and New Trend remains bound as a result. See Report at 436-37; see also Odell v. 704 Broadway Condo., 284 A.D.2d 52, 56, 728 N.Y.S.2d 464 (1st Dep’t 2001); Hallock v. State, 64 N.Y.2d 224, 231, 485 N.Y.S.2d 510, 474 N.E.2d 1178 (1984). Accordingly, summary judgment is granted for Hana’s breach of contract claim. Hana’s Fraudulent Conveyance Claim As Magistrate Judge Dolinger correctly concluded, summary judgment is inappropriate as to Hana’s claim of fraudulent conveyance. Hana argues that the transfer of inventory from New Trend to NYCG in or about the end of 2010 was fraudulent on the basis of two theories: (1) actual-fraudulent conveyance under Debtor and Creditor law (“DCL”) § 276; and (2) constructive-fraudulent conveyance under DCL § 273. See Report at 438, 444. As Magistrate Judge Dolinger correctly found, Hana’s claims cannot be sustained under either theory. With respect to Hana’s claim of actual fraud, Hana argues that there are “badges of fraud” that support an inference of fraudulent intent. Specifically, Hana points to Byunglim Louie’s testimony that, while acting on behalf of New Trend, she specifically intended to transfer inventory to NYCG for the purpose of defrauding creditors. See Report at 439. However, as Magistrate Judge Dolinger correctly determined, Ms. Chang’s sharply contradictory version of events surrounding the inventory transfer raises significant credibility issues with respect to Mrs. Louie’s testimony. Since Mrs. Louie and Ms. Chang offer vastly different versions of the nature of the transaction between New Trend and NYCG, it is appropriate for the trier of fact to assess the credibility of their respective stories. See Report at 443^14. The factfinder is not required to credit Mrs. Louie’s disputed testimony as to the transaction between New Trend and NYCG. See, e.g., In re Dana Corp., 574 F.3d 129, 147 (2d Cir.2009); see also Reeves v. Sanderson Plumbing Products, Inc., 530 U.S. 133, 150-51, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000) (discussing credibility of evidence in the context of Rule 50 motion, and acknowledging that the inquiry is the same under Rule 56). Hana objects to the Report on the basis that “[Ms.] Chang’s conclusory assertions concerning the transaction” are insufficient to create a triable issue of fact. Hana Objections at 5. Hana’s objections are without merit. As noted by Magistrate Judge Dolinger, “Hana has produced little documentary evidence to corroborate Mrs. Louie’s version of events, such as, for example, documents showing the dates and number of inventory transfers to NYCG, or confirming that New Trend canceled orders with its customers.” Report at 443. Further, as noted in Ms. Chang’s testimony, a transfer of inventory worth approximately $3 million, such as that reported by Mrs. Louie, “would fill approximately 30 shipping containers and numerous tracker trailers, [sic] There would be an enormous paper trail including bills of lading, warehouse receipts, trucking receipts, packing receipts, etc.” Chang Decl. dated Feb. 10, 2012, at 32. Thus, it is appropriate for the finder of fact to assess the plausibility of Mrs. Louie’s version of events. In addition, in determining whether the transfers between New Trend and NYCG were marked by the badges of fraud, the factfinder will need to assess the validity of the disputed invoices purporting to represent NYCG’s purchases from New Trend (see Chang Decl. dated Feb. 10, 2012, Ex. F), which Mrs. Louie alleges were forged; the competing translations of the taped Korean-language conversations between Mrs. Louie and Ms. Chang; and the completeness of the original audio recordings themselves — all of which remains in dispute. Thus, viewing the evidence in the light most favorable to the Chang Parties, as this Court must on Hana’s motion, Hana has failed to demonstrate beyond triable dispute that New Trend acted with actual fraudulent intent. Hana also argues that the Chang Parties are liable under a theory of constructive fraud for failing to pay fair consideration for the New Trend inventory and acting in bad faith. See Hana Mem. at 15. In particular, Hana argues that the Chang Parties had knowledge of New Trend’s unfavorable financial condition at the time of the transfer, that the conveyance left New Trend insolvent and unable to meet its financial obligations, and that the Chang Parties did not pay adequate consideration for the New Trend inventory. Id. at 15-16. On the issue of insolvency, Hana relies on the testimony of Mrs. Louie. See id. at 15 (citing Aff. of Byun-glim Louie). However, as Magistrate Judge Dolinger correctly determined, Mrs. Louie’s testimony on the issue of insolvency is entirely conclusory, and the portions of her affidavit that Hana cites do not directly address the issue of solvency. See Report at 446. Further, in light of the extensive credibility issues given Mrs. Louie’s and Ms. Chang’s differing rendition of events, such evidence is insufficient to establish New Trend’s insolvency as a matter of law. See, e.g., Estate of Mantle v. Rothgeb, 2007 WL 4510326, *4 (S.D.N.Y. Dec. 21, 2007). In the absence of an adequate showing of insolvency, Hana cannot prevail on summary judgment on its constructively-fraudulent conveyance claim. See, e.g., Zanani v. Meisels, 78 A.D.3d 823, 825, 910 N.Y.S.2d 533 (2d Dep’t 2010). Accordingly, summary judgment is denied as to Hana’s fraudulent conveyance claim. Hana’s Conversion and Replevin Claims Hana also asserts that the Chang parties’ acquisition of the New Trend inventory amounted to conversion and replevin. As Magistrate Judge Dolinger noted, there is no material dispute that: (1) Hana held a perfected, first priority security interest in New Trend’s inventory; (2) upon the New Trend Defendants’ default on February 5, 2010, Hana acquired an immediate right to the collateral, superior to the rights of the other parties (see Lee Decl. dated Apr. 15, 2013, Exs. B & E); and (3) the Chang Parties’ possession of the collateral, for which they paid New Trend only a small portion of its contractually stipulated value, has interfered with Hana’s ability to exercise its rights in the collateral. See Report at 454. Thus, the only remaining question on Hana’s conversion and replev-in claims is whether the absence of evidence of a demand by Hana for surrender of the property precludes summary judgment. Magistrate Judge Dolinger correctly found that Hana never directly addresses this issue and there are still triable issues of fact pertaining to whether a demand was required or not. As noted supra, the nature of the transactions between New Trend and NYCG remains a matter of factual dispute, due to the conflicting renditions of events offered by Mrs. Louie and Ms. Chang. By extension, there are material questions of fact as to whether the Chang Parties’ acquisition of the New Trend inventory was initially “lawful,” and, if so, whether Hana is nonetheless excused from demonstrating demand-and-refusal as an element of its conversion and replevin claims. See Report at 455-56. Summary judgment is accordingly denied on Hana’s conversion and re-plevin claims. Hana’s Claim for Declaratory Relief and Partial Judgment In its first claim, Hana seeks a declaration “(1) finding that no party has a superi- or interest to Hana in the Collateral; (2) finding that Hana is entitled to immediate possession of the Collateral held by New Trend and the Chang Parties; (3) ordering the New Trend Parties and Chang Parties to turn [] over the Collateral to Hana; and (4) permitting immediate possession of the cash collateral account as well as monies held in escrow from the sale of Inventory.” Hana Mem. at 3-4; citing 1st Am. Intervenor Compl. Magistrate Judge Dolinger correctly determined pursuant to Rule 56(g) that Hana has established that there is no triable dispute that Hana holds a secured, first-priority interest in New Trend’s collateral, superior to that of all other parties in this case. See Report at 456-57. However, Hana has failed to establish that it is entitled to summary judgment with respect to the other issues of declaratory relief and partial judgment. As noted by Magistrate Judge Dolinger, if Hana demonstrates the amount that is currently owed by the New Trend Defendants on the JMC loan and guarantees, it will be entitled to access the escrowed funds representing proceeds from the sale of the New Trend inventory to the extent necessary to satisfy the debt. If that sum is insufficient to fully compensate Hana, it may have a claim on inventory and/or cash possessed by the Chang Parties. However, the final disposition of Hana’s claims for fraudulent conveyance, conversion, and replevin as against the Chang Parties must await resolution by a finder of fact. Accordingly, summary judgment is denied as to Hana’s first claim. The Chen Plaintiffs’ Motion for Summary Judgment The Chen Plaintiffs have moved for summary judgment against the New Trend Defendants on their claims for breach of contract, unjust enrichment, and fraudulent conveyance. See Chen Mem. at 3-7. They have also moved for summary judgment against the Chang Parties on their unjust-enrichment, fraudulent-conveyance, and conversion claims. See id. In addition, they seek to recover attorneys’ fees on their fraudulent-conveyance claim. Magistrate Judge Dolinger correctly determined that the Chen Plaintiffs’ motion for summary judgment should be denied. The Chen Plaintiffs assert that the New Trend Defendants breached their contract in three ways: (1) they failed to pay amounts owed for merchandise shipped by the Chen Plaintiffs; (2) they failed to register two trademarks; and (3) Kisum Louie failed to invest $1 million dollars in New Trend. As Magistrate Judge Dolinger correctly found, there are material factual disputes and evidence presented by the parties concerning the purportedly unpaid amounts, and summary judgment on this aspect of the Chen Plaintiffs’ breach of contract claim should be denied. See Report at 461-62. With respect to the Chen Plaintiffs’ trademark claim, Magistrate Judge Dolinger correctly determined that the contract provision allegedly requiring registration of the trademarks is ambiguous, and it is appropriate for the trier of fact to resolve such ambiguity. Further, the Chen Plaintiffs have failed to establish any injury arising from New Trend’s failure to register the marks at issue. Id. at 462. Finally, with respect to the Chen Plaintiffs’ investment claim, there are material questions of fact as to whether Kisum Louie ever made an oral representation that he would invest $1 million in New Trend, and further, whether such testimony would be barred by the parole-evidence rule. See Report at 463. Accordingly, summary judgment is denied as to the Chen Plaintiffs’ breach of contract claim. Magistrate Judge Dolinger also correctly found that the Chen Plaintiffs’ unjust-enrichment claims against the New Trend and Chang parties do not warrant summary judgment. It is axiomatic that a claim for unjust enrichment — a quasi-contract claim — applies only in the absence of a valid contract. See Beth Isr. Med. Ctr. v. Horizon Blue Cross & Blue Shield of N.J., Inc., 448 F.3d 573, 587 (2d Cir.2006). As discussed supra, there are triable issues of fact concerning the scope and nature of the Chen-New Trend agreement, and accordingly summary judgment is not warranted on the Chen Plaintiffs’ unjust-enrichment claims against the New Trend parties. Furthermore, Magistrate Judge Dolinger correctly concluded that the Chen Plaintiffs have failed to establish as a matter of law that they held any interest in the New Trend inventory that was conveyed to NYCG. See Report at 465. Accordingly, summary judgment on the Chen Plaintiffs’ unjust-enrichment claim against the Chang Parties is denied. Like Hana, the Chen Plaintiffs seek summary judgment on their claim of fraudulent conveyance. Magistrate Judge Dolinger correctly determined that it remains a material issue of disputed fact whether the Chen Plaintiffs were owed monies by New Trend and, thus, whether they qualified as creditors of the company. See Report at 465. Accordingly, summary judgment is denied on the Chen Plaintiffs’ fraudulent-conveyance claims. Furthermore, summary judgment is unwarranted for the Chen Plaintiffs’ conversion claim against the Chang Parties for substantially similar reasons. Id. at 466. As noted, the Chen Plaintiffs have not established beyond triable dispute that they qualified as creditors to New Trend and had any right to its inventory. Thus, summary judgment is denied as to the Chen Plaintiffs’ conversion claim. Conclusion This Court adopts Magistrate Judge Dolinger’s Report in its entirety. Hana’s motion for summary judgment as to its breach of contract claim is GRANTED. Hana’s motion for summary judgment on all other claims is DENIED. The Chen Plaintiffs’ motion for summary judgment is DENIED. The Clerk of Court is directed to close the motions at ECF Nos. 272, 278. SO ORDERED. REPORT & RECOMMENDATION MICHAEL H. DOLINGER, United States Magistrate Judge. Once again this court visits a lawsuit that involves competing claims among the creditors and agents of defendant New Trend Apparel, Inc., a wholesale garment supplier. Currently before the court are motions by plaintiffs and the intervenor plaintiff for summary judgment. For the reasons discussed below, we recommend that the motion of intervenor plaintiff Hana Financial be granted in part and denied in part. We recommend that the Chen plaintiffs’ motion for summary judgment be denied. FACTUAL BACKGROUND The underlying facts in this case are as follows. Where pertinent, we note disputes as to material facts. The New Trend Defendants Kisum Louie and his wife, Byunglim Louie, operated New Trend Apparel, Inc. (“New Trend”), a now-defunct New York corporation that sold wholesale women’s apparel imported from China. (Hana 56.1 Statement in Supp. of Summ. J. [docket no. 276], ¶ 1; Chang 56.1 Opp’n to Hana and Chen Mots. (“Chang 56.1 Opp’n”) [docket no. 296], Resp. 1; Lee Deck dated Apr. 15, 2013 [docket no. 275], Ex. I ¶ 3). Kisum Louie served as president of the company (Hana 56.1 Statement in Supp. of Summ. J., ¶7; Chang 56.1 Opp’n, p. 5 Resp. 7) and Byunglim Louie helped to oversee the bookkeeping and the warehouse. (Lee Decl. dated Apr. 15, 2013, Ex. I; Byunglim Louie Deck dated Apr. 22, 2013 [docket no. 288], 1). At various times, Byunglim Louie used the titles of secretary, co-owner, and vice-president of New Trend (see Chang Deck dated May 23, 2013 [docket no. 294], Ex. D; Shep-peard Deck dated Apr. 16, 2013 [docket no. 277], Ex. 1 at “Signature Card”; Lee Deck dated Apr. 15, 2013, Ex. I ¶ 2), but she testified at her deposition that she held no formal title, due to the small size of the company. (Chang Deck dated May 23, 2013 Ex. A (“Byunglim Louie Dep.”), p. 138). Byunglim Louie also served as the principal of JCM Logistics Inc., New Trend’s warehousing company. (Lee Deck dated Apr. 15, 2013, ¶ 2). New Trend’s Dealings with the Chen Parties On or about January 11, 2009, New Trend entered into a Letter of Intent with Sunning Eagle Holdings Ltd. (“Sunning Eagle”), one of plaintiff Lifeng Chen’s companies. (Chen 56.1 Statement in Supp. of Summ. J. (“Chen 56.1 Statement”) [docket no. 284], ¶ 1; New Trend 56.1 Opp’n to Chen Mot. [docket no. 287], Resp. no. 1; Chang 56.1 Opp’n, p. 18 Resp. no. 1; Chen Aff. dated Jan. 17, 2011 [docket no. 282], Ex. A). Pursuant to the Letter of Intent, Sunning Eagle pledged to purchase fifty percent of the shares in New Trend and to share half of New Trend’s expenses and profits. (Chen Aff. dated Jan. 17, 2011, Ex. A ¶ 1). The agreement further provided that Chen’s company would supply goods from China, mainly “seamless underwears, socks, shirts, normal under-wears and trousers, which are specialized by ZHEJIANG MEIBANG TEXTILE CO., LTD,” another of Chen’s companies, but the contract allowed that “[b]oth of the two parties have the right to import the goods whose price is lower than [Sunning Eagle’s] price.” (Id. at ¶ 2). The parties also agreed that the scope of the business would not be limited to goods supplied by Chen’s company, stating “[a]ll businesses with profits are allowed, but have to be decided by both parties. In the case of the business decided by one part[y], this party should share the los[s] or profit itself and bear all the relevant expenses.” (Id. at 3). The agreement also proscribed New Trend from unilaterally offering loans or guarantees to others (see id. at ¶ 5), and, somewhat ambiguously, stated that “[i]t is [New Trend] as the artificial person of the company. The two parties operate the business together.” (Id. at ¶ 6). New Trend sold garments under two brand names, “Paris Angel” and “Miss Juli.” Around the time of the negotiations between New Trend and Sunning Eagle, New Trend purportedly intended to seek trademark registration of those marks. (See, e.g., Chen 56.1 Statement in Supp. of Summ. J., ¶ 10; New Trend 56.1 Opp’n to Chen Mot., Resp. nos. 10-12; Byunglim Louie Deck dated Apr. 22, 2013, ¶¶ 13-14). Without specific reference to those brand names, the Letter of Intent stated, “[o]n success of trademark registration, its ownership and usufruct are kept by both parties: No party can use or own it unilaterally.” (Chen Aff. dated Jan. 17, 2011, Ex. A ¶ 4). New Trend issued one hundred shares of company stock to Mr. Chen, in his individual capacity, on February 24, 2009 pursuant to a stock-transfer agreement. (Id. at p. 2; Byunglim Louie Deck dated Apr. 22, 2013, Ex. A). In return, on February 26, 2009, Sunning Eagle transferred $1 million to New Trend, apparently representing its initial investment in the company. (See Chen Aff. dated Jan. 17, 2011, Ex. B p. 1). The stock-transfer agreement stated: “[t]his agreement embodies the entire understanding between the parties and may only be modified by writing signed by both parties.” (Byunglim Louie Deck dated Apr. 22, 2013, Ex. A ¶ 8). On or about May 18, 2009, Sunning Eagle and New Trend entered into a Supplementary Agreement to the Letter of Intent. (See Chen Aff. dated Jan. 17, 2011, Ex. C). In essence, that supplementary agreement provided the terms for the payment and delivery of goods to New Trend from Chen’s manufacturing companies in China. (Bee id.). Among other items, the agreement provided that if the Chen parties failed to deliver goods on schedule, they must “compensate [New Trend] 10% of the total amount as a penalty.” (Id. at ¶ 4). Chen asserts that additional oral agreements were made between the parties during their negotiations. He asserts, for example, that “[Kisum] Louie would hold the office of the President but he would merely function as a sales person to conduct sales for NTA due to his connections with the garment industry.” (Chen Aff. dated Jan. 17, 2011, ¶ 10). Chen also asserts that Prior to entering into the Letter of Intent, pursuant to an oral agreement, each party was to invest one million dollars capital in NTA in exchange of 50% of the shares. Louie represented that he was not able to provide cash but had inventory valued at about $300,000 at that time and also his warehouse and office for which he already paid rent for three years. It was agreed that Louie would invest in NTA the sales proceeds for his $300,000 inventory, the office and warehouse, and his share of NTA’s future profits. It was further agreed that before Louie invested one million dollars in total, he would not be entitled to any shareholder rights. (Id. at ¶ 11). The New Trend parties dispute that they entered into any such oral agreements with the Chen parties. (See New Trend Mem. of Law in Opp’n to Chen Mot., 6-7; New Trend 56.1 Opp’n to Chen Mot., 8). There is no meaningful dispute that on March 3, 2009, New Trend wired $1 million to the Chen parties. (Cai Decl. dated Apr. 12, 2013, ¶¶ 15-16; Chen 56.1 Statement in Supp. of Summ. J., ¶ 5; New Trend 56.1 Opp’n to Chen Mot., Resp. no. 5); but see Hana 56.1 Opp’n to Chen Mot., Resp. no. 5 (asserting that “Mr. Chen does not speak or read English and his Affidavit must thus be disregarded,” an argument which we reject for reasons set forth below (see infra 459-60)). This payment apparently served as “advanced payments for the orders placed” by New Trend with Chen’s manufacturing companies. (Chen 56.1Statement in Supp. of Summ. J., ¶ 5; New Trend 56.1 Opp’n to Chen Mot., Resp. no. 5). It is also undisputed that Chen’s factories shipped goods worth $2,072,184.76 to New Trend over the course of 2009 and 2010. (See Chen 56.1 Statement in Supp. of Summ. J., f 6; New Trend, Hana, and Chang 56.1 Opp’n Statements to Chen Mot. at Resp. no. 6). All of the parties agree that, exclusive of New Trend’s March 3, 2009 advance payment of $1 million, New Trend paid the Chen parties $1,256,382.12 for goods during the period between April 2009 and February 2010. (See Chen 56.1 Statement in Supp. of Summ. J., ¶ 8; New Trend, Hana, and Chang 56.1 Opp’n Statements to Chen Mot. at Resp. no. 8). The Chen parties argue that they are still owed $815,802.64 from New Trend (Chen 56.1 Statement in Supp. of Summ. J., ¶ 9), but Hana and the New Trend parties argue that this amount fails to capture the $1 million advance payment of March 3, 2009. (New Trend and Hana 56.1Opp’n Statements to Chen Mot., Resp. no. 9). They further argue that the Chen parties’ calculations fail to capture other amounts owed by the Chen parties to New Trend, pursuant to the Letter of Intent and Supplementary Agreement, including penalty fees for late shipments and shared expenses. (Id.; Byunglim Louie Decl. dated Apr. 22, 2013, 2-4). New Trend’s Dealings with Hana and the Chang Parties Byunglim Louie met Nina Chang in 2009 (Lee Decl. dated Apr. 15, 2013, Ex. I ¶ 4; Chang Decl. dated May 23, 2013, ¶ 7), and in early 2010 New Trend hired Ms. Chang. (See id. at ¶ 5; Hana 56.1 Statement in Supp. of Summ. J., ¶ 9; Chang 56.1Opp’n, p. 6 Resp. no. 9). Chang’s title and the scope of her duties at New Trend are disputed among the parties. (See, e.g., Lee Decl. dated Apr. 15, 2013, ¶ 17). The New Trend parties describe Chang as the company’s Chief Financial Officer. (See, e.g., Wang Decl. dated Apr. 16, 2013 [docket no. 279], Ex. F ¶ 6). At a minimum, Chang admits that she “performed various administrative and human resource duties, lia[i]sed with New Trend’s factor, attempted to find New Trend a new factor, and looked over records.” (Chang Decl. dated May 23, 2013 ¶ 8). In the summer of 2010, Ms. Chang approached Hana Financial, Inc. to obtain business financing for New Trend. (Lee Decl. dated Apr. 15, 2013, ¶ 2; Lee Dep. 10). At that time, New Trend was factored by Sterling Factors Corp. (“Sterling”), and New Trend sought to replace Sterling with Hana as its factor. (Lee Decl. ¶ 2). On July 27, 2010, Hana and New Trend entered into a factoring and loan agreement. (Id. at Ex. A pp. 1-15). Among other things, the factoring agreement gave Hana a security interest in New Trend’s “(i) Accounts; (ii) general intangibles including payment intangibles; ... (v) all inventory, machinery, equipment, furniture and fixtures and[](vi) proceeds of any of the foregoing property.” (Id. at Ex. A § 8). The agreement defined New Trend’s obligations to Hana to include “[a]ll loans, advances, debts, liabilities, obligations, covenants and duties owing by [New Trend] to Hana, direct or indirect, absolute or contingent, due or to become due ... including, without limitations, Ledger Debt and indebtedness arising under any guaranty made by [New Trend] for Hana’s benefit.” (Id. at Ex. A § 13). Kisum Louie and Byunglim Louie each executed personal guarantees on New Trend’s debts to Hana. (Id. at Ex. A). Hana then perfected its security interest in the New Trend collateral by filing a UCC-1 financing statement. (Id. at Ex. B). On August 5, 2010, Hana also agreed to provide a short-term loan of $500,000.00 to JCM Logistics. (Id. at Exs. C, D). The loan was secured by a second-position perfected interest, behind Sterling, in New Trend’s assets and a first perfected security interest in the assets of JCM Logistics, including receivables from New Trend. (Id. at ¶ 4 & Exs. C, D). In late 2010, Byunglim Louie apparently became sick with cancer and, as a result, the New Trend parties advised Hana that their business operations would be negatively impacted. (Id. at ¶ 11). In February 2011, Hana advised JCM Logistics that it had defaulted on its Promissory Note, demanding full repayment by February 20, 2011. (Id. at ¶ 12, Ex. E). It advised that, after that date, Hana would “exercise all of our rights and remedies under the Note, any guaranty thereof, any collateral securing that guaranty and any and all rights and remedies granted to us by applicable law, without further notice to you or any guarantor.” (Id. at Ex. E). In or about October 2010, Nina Chang started New York Clothing Group (“NYCG”), a wholesale company specializing in women’s apparel. (Id. at Ex. J; Hana 56.1 Statement in Supp. of Summ. J., 114; Chang 56.1 Opp’n, p. 4 Resp. no. 4; Chang Decl. dated May 23, 2013, ¶ 13). The role of Chang and NYCG in disposing of certain New Trend inventory has been a matter of ongoing controversy in this case. Byunglim Louie has testified that Chang proposed using her new company to spirit away from New Trend some of the inventory that was subject to Hana’s lien and a court freeze order. According to Mrs. Louie, consistent with that proposal, New Trend made a series of conveyances to NYCG without consideration, at a time when New Trend had insufficient capital to meet its matured debts. (Lee Decl. dated Apr. 15, 2013, Ex. I ¶ 1, 12, 16). She further asserted that the conveyances left New Trend insolvent. (Id.). More specifically, in a- December 21, 2011 affidavit, Byunglim Louie reported that, “[i]n October 2010, Nina Chang proposed to move New Trend Apparel inventory to another location. She indicated that Hana Financial would place a lien on inventory if the Hana Financial loan to New Trend was not paid.” (Id. at ¶ 10). According to Mrs. Louie, Chang said that if New Trend Apparel inventory was transferred to [New York Clothing Group], [Chang] could use that inventory to secure a very large loan, and with that money, the creditors of New Trend Apparel could be satisfied. Nina Chang stated that her intent was to assign New York Clothing Group to New Trend Apparel after two years. (Id. at ¶ 11). Mrs. Louie stated that she and Chang “agreed to create invoices that purported to show a sale of New Trend Apparel stock [ie., inventory] to New York Clothing Group Inc,” asserting that the “quantity of merchandise shown on the invoices is correct but the Unit Price was fabricated and far below actual value.” (Id. at ¶ 12). Mrs. Louie also indicated that a document that she signed for Ms. Chang on August 17, 2011 “contained false and inaccurate information” concerning inventory purportedly sold by New Trend to NYCG. (Id. at ¶ 17). In contrast, Ms. Chang asserts that Mrs. Louie has entirely fabricated the story of fraud. (Chang Deck dated May 23, 2013, ¶¶ 20-24). She insists that she paid for the inventory that she purchased from New Trend and that the invoices are accurate (Chang Decl. dated May 23, 2013, ¶¶24, 92, 96-97, 99), although she admits that she paid in cash only a small portion of the documented price for the goods. (Chang Deck dated May 23, 2013 Ex. C (“Chang Dep.”) pp. 137-40). Chang asserts that Mrs. Louie insisted on being paid in cash, rather than by check. (Chang Deck dated May 23, 2013, ¶¶ 18, 100). Mrs. Louie has produced tapes of conversations that she secretly recorded between herself and Ms. Chang, purportedly concerning these transactions and their aftermath. (See Chang Supplemental Deck dated Mar. 7, 2012 [docket no. 160] Exs. 1-6; Sheppeard Deck dated Apr. 16, 2013 Exs. 14, 17, 19, 21, 29). Ms. Chang complains that the recordings may be incomplete and “might have been stopped and restarted” (Chang Deck dated May 23, 2013, ¶ 41), thus failing to accurately capture the entirety of the women’s conversations, but she does not contest that the available portions of their conversations actually took place or that her voice is one of the two heard on the tapes. (See, e.g., id.). Hana and the Chang parties have produced competing translations of the original Korean-language recordings. (See, e.g., Sheppeard Deck dated Apr. 16, 2013, Exs. 14, 17, 19, 21, 29; Chang Supplemental Deck dated Mar. 7, 2012 Exs. 1-6). PROCEDURAL HISTORY As the court will recall, this lawsuit was initiated by plaintiff Lifeng Chen and a number of corporate entities that he owned or controlled (collectively, “the Chen plaintiffs”). These plaintiffs originally sued New Trend and its principal, Kisum Louie, on January 18, 2011. (Compl. [docket no. 1]). In substance, the Chen plaintiffs complained that they had paid $1 million for a fifty-percent share of an anticipated joint business venture with defendants New Trend and Mr. Louie, that the venture had never gone forward, and that defendants had nonetheless failed to return their money. (See Compl. ¶¶ 14-22, 43-45, 49-51). The Chen plaintiffs also asserted that they had delivered goods from China to New Trend for which the defendants had never paid. (Id. ¶¶ 38-40). At the outset, plaintiffs sought and obtained from the District Court an ex parte preliminary injunction that, in effect, froze the assets of New Trend (see Order to Show Cause (“OSC”) dated Jan. 18, 2011 [docket no. 4]) — injunctive relief that the District Court adhered to despite the subsequent insistence of the New Trend defendants that Mr. Chen had taken his money back, causing the joint-venture deal to collapse, and that he had sent the New Trend defendants defective goods and had stolen business opportunities from those same defendants. (See Sheppeard Decl. dated Feb. 10, 2012 [docket no. 142] Ex. 3 (Kisum Louie Aff.), ¶¶ 5-11, 15-22; New Trend Mem. of Law in Opp’n to Pis.’ OSC Appl., dated Feb. 8, 2011 [docket no. 9], 3-4; Order dated Feb. 17, 2011 [docket no. 14] (granting preliminary injunction)). The complaint was amended several times, expanding the list of defendants, all of whom are said have been related in one way or another to the original New Trend defendants, with the current operative pleading being the Third Amended Complaint. (See Wang Decl. dated Jan. 11, 2012 [docket no. 123] Ex. 5 (3d Am. Compl.); Aff. of Service dated Mar. 8, 2012). The additional defendants include Kisum Louie’s wife, Byunglim Louie, and a variety of corporate entities that Mr. and Mrs. Louie allegedly set up in conjunction with their New Trend business, including JCM Logistics. In May 2011, Hana Financial intervened as a plaintiff to enforce its claims to New Trend’s assets, premised on New Trend’s guarantee of the defaulted August 2010 loan to JCM Logistics. (See Sheppeard Decl. dated Dec. 28, 2011 Ex. 3 (Lee Decl. dated May 10, 2011), ¶¶ 4-6, 9-19). The intervention by Hana eventually led to an agreement among the parties to permit Hana and the Chen plaintiffs to attempt to sell some New Trend inventory that had been located at the outset of the lawsuit, but that was apparently of rapidly diminishing value. (Sheppeard Decl. dated Dec. 28, 2011 ¶ 11 & Ex. 6). The proceeds of that sale are now held in escrow by Hana’s counsel. (Apr. 11, 2012 Conf. Tr. 26). In late December 2011, while discovery was still ongoing, Hana moved to amend its intervenor complaint to add two new defendants, NYCG and Nina Chang (collectively, “the Chang parties” or “the Chang defendants”). Hana alleged that in October 2010 Ms. Chang, while still with New Trend, had arranged with Mrs. Louie to defeat Hana’s security interest in New Trend’s assets by forming NYCG and transferring to it, from New Trend, a substantial amount of inventory, some wholesale orders, and cash. (See Hana’s Mem. of Law in Supp. of OSC, dated Dec. 28, 2011, 1-2). At the same time that it sought leave to amend, Hana moved by order to show cause for a temporary restraining order and preliminary injunction to freeze the assets of the Chang parties (see Hana’s OSC Appl.; Hana’s Mem. of Law in Supp. of OSC, dated Dec. 28, 2011, 1), an application undergirded by the affidavit from Mrs. Louie admitting her role in the purportedly fraudulent transfer. (See Byunglim Louie Aff. dated Dec. 21, 2011, ¶ 1; see also Byunglim Louie Aff. dated Feb. 15, 2012 ¶ 15). We signed the order to show cause, with its temporary-restraining-order (“TRO”) provision, and set a schedule for additional briefing. (See OSC & TRO dated Dec. 28, 2011). The Chen plaintiffs, in response to the TRO, filed a motion for a preliminary injunction to freeze the assets of Byunglim Louie and JCM Logistics. (See Pis.’ PI Cross-Mot. dated Jan. 11, 2012; 1st Wang Decl. dated Jan. 11, 2012, ¶¶ 4 — 9; 2nd Wang Decl. dated Jan. 11, 2012, ¶¶ 16-23). In the same application, the Chen plaintiffs asked for leave to amend their complaint once more, to add claims against NYCG and Ms. Chang. (See 1st Wang Decl. dated Jan. 11, 2012, ¶¶ 10-19). We granted the motions of Hana and the Chen plaintiffs to amend their respective complaints to add NYCG and Ms. Chang as defendants. (See Mem. & Order and Report & Recommendation dated Feb. 23, 2012 [docket no. 154], 6, 8, 2012 WL 612478). On January 18, 2012, while the December 28, 2011 order to show cause was pending and awaiting full briefing, counsel for Hana submitted to the court a stipulation — signed on behalf of Hana and the Chang defendants — that required NYCG and Ms. Chang to deposit a specified sum of money in escrow and subjected the financing and business operations of NYCG to continuing scrutiny, in exchange for which NYCG would be permitted to continue in business while the lawsuit was pending. (See Stip. dated Jan. 18, 2012, ¶¶ 3, 5-6, 9). The stipulation further specified that the TRO would remain in effect until NYCG and Ms. Chang had satisfied their obligations under the agreement. (Id. at ¶ 10). The Chen plaintiffs, rather than directly opposing the stipulation, moved by order to show cause for a preliminary injunction against Ms. Chang and NYCG that would freeze their assets. (See Pis.’ OSC Appl. dated Jan. 27, 2012). With these applications pending, Ms. Chang and NYCG sought through new counsel to repudiate the agreement embodied in their stipulation with Hana. (See Kornfeld Decl. dated Apr. 2, 2012 [docket no. 182], Ex. C). The court subsequently deemed the Chang defendants bound by the terms of the January 18, 2012 stipulation and denied the Chen plaintiffs’ application for a preliminary injunction. (See Mem. & Order dated Nov. 19, 2012 [docket no. 253], 4-9, 2012 WL 5896742; see also Report & Recommendation dated Apr. 20, 2012). Discovery has been completed, and the court is called upon to consider the summary-judgment motions of Hana and the Chen plaintiffs. Hana seeks a declaratory judgment holding that it has a superior interest in the New Trend collateral over the other parties and granting it an immediate right to possession of the assets held in escrow from the sale of the collateral. (Hana Summ. J. Mem. at 3-4). It also seeks summary judgment on its claims for breach of contract against New Trend, the Louies, and JCM (id. at 10-12), and at 13), and on its claims of conversion and fraudulent conveyance against Nina Chang and NYCG. (Id. at 14-15). The Chen plaintiffs seek summary judgment on their breach-of-contract claims against the New Trend defendants, on their unjust-enrichment claims against the New Trend defendants and the Chang defendants, on their fraudulent-conveyance claims against the New Trend defendants and the Chang defendants, and on their conversion claim against the Chang defendants. (Chen Summ. J. Mem. of Law, 3-7). They also seek an award of attorney’s fees. (Id. at 7-8). ANALYSIS I. Summary Judgment Standards Summary judgment will be granted when “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). “An issue of fact is ‘material’ for these purposes if it ‘might affect the outcome of the suit under the governing law1 [while] [a]n issue of fact is ‘genuine’ if ‘the evidence is such that a reasonable jury could return a verdict for the nonmoving party.’ ” Shade v. Hous. Auth. of the City of New Haven, 251 F.3d 307, 314 (2d Cir. 2001) (quoting Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986)). It is axiomatic that the responsibility of the court in deciding a summary-judgment motion “is not to resolve disputed issues of fact but to assess whether there are any factual issues to be tried, while resolving ambiguities and drawing reasonable inferences against the moving party.” Knight v. U.S. Fire Ins. Co., 804 F.2d 9, 11 (2d Cir.1986); see, e.g., Anderson, 477 U.S. at 255, 106 S.Ct. 2505; Howley v. Town of Stratford, 217 F.3d 141, 150-51 (2d Cir.2000). The movant bears the initial burden of informing the court of the basis for its motion and identifying those portions of the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, that demonstrate the absence of a genuine issue of material fact. See Fed.R.Civ.P. 56(c); Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). If the non-moving party has the burden of proof on a specific issue, the movant may satisfy its initial burden by demonstrating the absence of evidence in support of an essential element of the non-moving party’s claim. See, e.g., Celotex, 477 U.S. at 322-23, 325, 106 S.Ct. 2548; PepsiCo, Inc. v. Coca-Cola Co., 315 F.3d 101, 105 (2d Cir. 2002); Goenaga v. March of Dimes Birth Defects Found., 51 F.3d 14, 18 (2d Cir. 1995). The court must view all evidence in the light most favorable to the non-moving party, Overton v. N.Y. State Div. of Military & Naval Affairs, 373 F.3d 83, 89 (2d Cir.2004), and must “resolve all ambiguities and draw all permissible factual inferences in favor of the party against whom summary judgment is sought.” Sec. Ins. Co. of Hartford v. Old Dominion Freight Line, Inc., 391 F.3d 77, 83 (2d Cir.2004). “[A]ll doubts as to the existence of a genuine issue for trial should be resolved against the moving party,” Brady v. Town of Colchester, 863 F.2d 205, 210 (2d Cir.1988) (citing Celotex, 477 U.S. at 330 n. 2, 106 S.Ct. 2548), but “[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment^] [factual disputes that are irrelevant or unnecessary will not be counted.” Anderson, 447 U.S. at 248, 100 S.Ct. 2124. If the movant fails to meet its initial burden, the motion will fail even if the opponent does not submit any eviden-tiary materials to establish a genuine factual issue for trial. See, e.g., Adickes v. S.H. Kress & Co., 398 U.S. 144, 160, 90 S.Ct. 1598, 26 L.Ed.2d 142 (1970); Giannullo v. City of New York, 322 F.3d 139, 140-41 (2d Cir.2003). If, on the other hand, the moving party carries its initial burden, the opposing party must then shoulder the burden of demonstrating a genuine issue of material fact on any such challenged element of its claim or defense. See, e.g., Beard v. Banks, 548 U.S. 521, 529, 126 S.Ct. 2572, 165 L.Ed.2d 697 (2006); Celotex, 477 U.S. at 323-24, 106 S.Ct. 2548; Santos v. Murdock, 243 F.3d 681, 683 (2d Cir.2001). In doing so, the opposing party may not rest “merely on allegations or denials” of the factual assertions of the movant, Fed. R. Civ. Pro. 56(e); see, also, e.g., Goldstein v. Hutton, Ingram, Yuzek, Gainen, Carroll & Bertolotti, 374 F.3d 56, 59-60 (2d Cir.2004), nor may it rely on its pleadings or on merely conclusory factual allegations. See, e.g., Weinstock v. Columbia Univ., 224 F.3d 33, 41 (2d Cir.2000). It must also “do more than simply show that there is some metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986); see also Woodman v. WWOR-TV, Inc., 411 F.3d 69, 75 (2d Cir.2005). Rather, it must present specific evidence in support of its contention that there is a genuine dispute as to the material facts. See, e.g., Celotex, 477 U.S. at 324, 106 S.Ct. 2548; Scotto v. Almenas, 143 F.3d 105, 114 (2d Cir.1998); Rexnord Holdings, Inc. v. Bidermann, 21 F.3d 522, 526 (2d Cir.1994). If both sides move for summary judgment, the court must separately assess the adequacy of each motion. Thus, if neither movant satisfies its Rule 56 burden, the court must deny both motions. E.g., Marvel Entm’t, Inc. v. Kellytoy (USA), Inc., 769 F.Supp.2d 520, 524 (S.D.N.Y.2011) (citing Heublein, Inc. v. United States, 996 F.2d 1455, 1461 (2d Cir.1993)). Finally, even if the court does not grant summary judgment co-extensive with the relief sought by either movant, it may provide partial relief. That relief may be as limited as a declaration that one or more material facts are “not genuinely in dispute” and that those facts are deemed “established in the case.” Fed.R.Civ.P. 56(g). II. Hana’s Motion In Hana’s motion, it seeks summary judgment against the New Trend defendants and the Chang defendants on its first, second, third, fourth, sixth, seventh and eighth claims. (Hana’s Notice of Motion). In its first cause of action, Hana seeks a declaration “(1) finding that no party has a superior interest to Hana in the Collateral; (2) finding that Hana is entitled to immediate possession of the Collateral held by New Trend and the Chang Parties; (3) ordering the New Trend Parties and Chang Parties to turnover [sic] the Collateral to Hana; and (4) permitting immediate possession of the cash collateral account as well as monies held in escrow from the sale of Inventory.” (Hana Summ. J. Mem. at 3-4; 1st Am. Intervenor Compl. [docket no. 212-8] 10). Hana’s second and third causes of action assert breach of contract by JCM and New Trend. (1st Am. Intervenor Compl. 10-11). Similarly, Hana’s fourth cause of action asserts that New Trend and Mr. and Mrs. Louie breached their guarantee agreements. (Id. at 11-12). The sixth cause of action asserts a right of replevin against all parties, though Hana presses this claim in its motion only as against the Chang defendants. (Id. at 13). Hana’s seventh and eighth causes of action assert claims against Nina Chang and NYCG for conversion and fraudulent conveyance. (Id. at 14-15). In substance, Hana argues that subsequent to entering into the factoring and loan agreements with the New Trend defendants, Hana perfected its security interest in New Trend’s assets, giving it a first-priority interest in the company’s inventory as of February 5, 2010, when JCM Logistics defaulted on its loan. Hana argues that it is entitled to summary judgment on its breach-of-contract claims 'against New Trend, JCM Logistics, and the Louies premised on their defaults on the factoring and loan-guarantee agreements. It further argues that its first-priority interest in New Trend inventory entitles it to a right of replevin, and it asserts that the transfer of New Trend inventory to NYCG and Nina Chang amounted to conversion and a fraudulent conveyance on the part of NYCG and Chang. The Chen plaintiffs and the Chang defendants each filed an opposition to Hana’s motion. The New Trend defendants have not opposed the motion. In the Chang defendants’ opposition, they argue that they paid fair value for the New Trend inventory and, in their purported status as buyers-in-the-ordinary-course, acquired the inventory free of Hana’s security interest. (See, e.g., Chang Mem. of Law in Opp’n to Summ. J. 3, 9-12). They also proffer an expert report by forensic audiologist David Smith for purposes of drawing into question the reliability of the taped conversations between Ms. Chang and Mrs. Louie that Mrs. Louie secretly recorded. Hana objects to the admission of that report on the ground that it is untimely and does not comply with Rule 26 disclosure requirements. (Hana Reply to Chang in Support of Summ. J. [docket no. 299] 2-6). The Chen plaintiffs oppose Hana’s motion, arguing that the agreements signed between Hana and New Trend, including the Hana factoring agreement, were invalid because Mr. and Mrs. Louie did not understand the terms of those agreements and did not have the authority to sign on behalf of New Trend. (See generally Wang Decl. dated May 23, 2013). Assessment of Hana’s Motion Before reaching the merits of the Hana motion, we address two procedural issues&emdash;first, the Chen plaintiffs’ failure to submit a Rule 56.1 Statement in support of their opposition and, second, the Chang defendants’ untimely submission of the expert report of David Smith. We then address, in turn, Hana’s breach-of-contract, fraudulent-conveyance, conversion, and re-plevin claims. We leave for last our analysis of Hana’s first claim, since that claim hinges on our assessment of the parties’ competing claims to the New Trend inventory. 1. The Chen Plaintiffs’ Failure to Submit a Rule 56.1 Statement in Support of their Opposition to Hana’s Motion As an initial matter, we note that the Chen plaintiffs did not submit a Rule 56.1 Statement in opposition to Hana’s motion, as required by Local Civil Rule 56.1(b). Under the terms of Rule 56.1(b), a party opposing summary judgment is required to include with its papers “a correspondingly numbered paragraph responding to each numbered paragraph in the statement of the moving party, and if necessary, additional paragraphs containing a separate, short and concise statement of additional material facts as to which it is contended that there exists a genuine issue to be tried.” Local Rule 56.1(d) also provides that “Each statement by the movant ... must be followed by citation to evidence which would be admissible, set forth as required by Fed.R.Civ.P. 56(c).” Failure to comply with these requirements may have dispositive consequences for the litigant. Rule 56.1(c) specifies that if a party opposing summary judgment does not specifically controvert a statement of material fact put forward by the movant, the fact “will be deemed to be admitted for purposes of the motion.” According to the Second Circuit, “[a] district court has broad discretion to determine whether to overlook a party’s failure to comply with” Local Rule 56.1. Id. at 73. Thus, “ ‘[w]hile the trial court has discretion to conduct an assiduous review of the record in an effort to weigh the propriety of granting a summary judgment motion, it is not required to consider what the parties fail to point out.’ ” Monahan v. N.Y.C. Dep’t of Corr., 214 F.3d 275, 292 (2d Cir.2000) (quoting Downes v. Beach, 587 F.2d 469, 472 (10th Cir.1978)). As for the requirement that the party cite to “evidence” for each contention in its Rule 56.1 Statement, the court is permitted to rely solely on the materials that the party cites in deciding whether the party has carried its burden. See, e.g., 24/7 Records, Inc. v. Sony Music Enter., Inc., 429 F.3d 39, 46 (2d Cir.2005) (quoting Holtz v. Rockefeller & Co., 258 F.3d 62, 73 (2d Cir.2001) (“A court is not required to consider what the parties fail to point out in their Local Rule 56.1 statements.”)); Giannullo, 322 F.3d at 142-43 & n. 5. The Chen plaintiffs are represented by able counsel and were unquestionably aware of Local Rule 56.1’s requirements, given their submission of a Rule 56.1 Statement in support of their own motion for summary judgment against the New Trend defendants. Under the circumstances, and in the interest of judicial economy, we recommend that the court decline to overlook the Chen plaintiffs’ omission of a Rule 56.1 Statement in opposition to Hana’s motion. Indeed, based on our review of the full record, as well as our consideration of the Chen plaintiffs’ and Chang defendants’ respective oppositions to Hana’s motion&emdash;discussed below&emdash;we do not believe that excusing the Chen plaintiffs’ non-compliance with Local Rule 56.1 would be “in the interest of justice,” Wight v. BankAmerica Corp., 219 F.3d 79, 85 (2d Cir.2000), if, for no other reason, because a more detailed search for evidence in support of their opposition would not alter the outcome of the motion. As we discuss in further detail below, this is because the argument on which they premise their attack on Hana’s motion&emdash;that is, that the various agreements between Hana and New Trend were not valid&emdash;is meritless, even accepting as true the facts as alleged by the Chen parties. (See infra 436-37). 2. The Chang Defendants’ Expert Report In opposition to Hana’s motion, the Chang defendants submitted the declaration of expert witness David Smith, a forensic audio examiner. (See Decl. of Expert Witness David Smith dated May 22, 2013 (“Smith Deck”) [docket no. 295]). The apparent purpose of the declaration is to draw into question the reliability of the audio recordings that purportedly comprise conversations between defendants Byunglim Louie and Nina Chang. The content of those recordings is relevant to Hana’s fraudulent-conveyance and conversion claims, as well as to its asserted right to a superior interest in the New Trend inventory over the Chang defendants, in that it may shed light on the parties’ good faith. Hana objects to the admission of the Smith declaration, arguing that it is untimely and does not comply with Rule 26(a)(2)(B). (Hana Reply to Chang [docket no. 299], 2-6). We agree with Hana’s objections and conclude that the Smith declaration should be precluded. Pursuant to Rule 26(a)(2)(D) of the Federal Rules of Civil Procedure, a party must disclose expert testimony “at the times and in the sequence that the court orders.” Furthermore, Rule 26(a)(2)(B) requires that the written report of a retained expert, such as Mr. Smith, be accompanied by a disclosure, signed by the expert, including: (i) a complete statement of all opinions the witness will express and the basis and reasons for them; (ii) the facts or data considered by the witness in forming them; (iii) any exhibits that will be used to summarize or support them; (iv) the witness’s qualifications, including a list of all publications authored in the previous 10 years; (v) a list of all other cases in which, during the previous 4 years, the witness testified as an expert at trial or by deposition; and (vi) a statement of the compensation to be paid for the study and testimony in the case. Unless non-compliance with Rule 26(a) is “substantially justified or is harmless,” failure to comply with the timing or substantive requirements governing expert disclosures may trigger Rule 37(c)(1) sanctions. Fed. R. Civ. Pro. 37(c)(1); see Hein v. Cuprum, S.A., De C.V., 53 Fed.Appx. 134, 136 (2d Cir.2002). Most notably, under Rule 37, it is within the court’s discretion to preclude evidence submitted in violation of Rule 26(a) from use on a motion or at trial. Fed. R. Civ. Pro. 37(c)(1); see, e.g., Haas v. Delaware & Hudson Ry. Co., 282 Fed.Appx. 84, 85 (2d Cir.2008); Fitzpatrick v. Am. Int’l Grp., Inc., 2013 WL 5718465, *3 (S.D.N.Y. Oct. 21, 2013). Following several adjournments (see Order dated Mar. 30, 2011 [docket no. 29]; Order dated Nov. 3, 2011 [docket no. 108]; Endorsed Order dated Sept. 13, 2012 [docket no. 245]; Order dated Nov. 15, 2012 [docket no. 254]), the final deadline for discovery in this case was February 15, 2013. (Endorsed Order dated Jan. 18, 2013 [docket no. 260] ). Nonetheless, the Chang parties never provided any expert-witness disclosure under Rule 26(a)(2)(B), and did not submit Smith’s declaration until May 23, 2013, over three months after the close of discovery, and in the midst of summary-judgment briefing. There is no dispute that the Chang defendants did not comply with the court-ordered deadline, did not seek its modification, and have offered no explanation, much less a justification, for their delay. Moreover, Smith’s declaration fails to comply with the requirements of Rule 26(a)(2)(B). In particular, although Mr. Smith’s resume states “Recognized as Expert Witness and Forensic Audio Examiner in the United States Federal Court System” and indicates that his clients include “Prosecuting and Private attorneys” (Smith Decl. Ex. A), he fails to set forth a list of all other cases in which he has