OPINION AND ORDER Platinum-Montaur Life Sciences LLC (“Platinum-Montaur”) claims breach of contract and unjust enrichment because Defendant Navidea Biopharmaceuticals, Inc. (“Navidea”) has not made certain loan payments. Navidea argues that Platinum-Montaur has transferred the debt to another entity and is therefore no longer the right party to attempt collection. Platinum-Montaur responds that it assigned only a part of the Navidea debt and that it retains an interest in the remaining balance. Because Platinum-Montaur’s assignment agreement unambiguously transferred its entire interest in Navidea’s debt, the motion to dismiss for lack of standing is GRANTED.I. BackgroundOn July 25, 2012, Navidea and Platinum-Montaur entered into a loan agreement, which essentially gave Navidea a line of credit. Complaint (Dkt. 1, Ex. A) 8. Pursuant to the loan agreement, Navidea gave Platinum-Montaur a promissory note that obligated Navidea to repay, with interest and other charges, the total amount of funds that Navidea would draw from Platinum-Montaur. Complaint, Ex. 3.On March 22, 2016, Platinum-Montaur entered into an assignment agreement (“Assignment Agreement”) with its affiliate, Platinum Partners Credit Opportunities Master Fund, LP (“PPCO”). Complaint, Ex. 6.1 Under the terms of the assignment, Platinum-Montaur agreed to “sell, transfer, convey, and assign, set over and otherwise convey to [PPCO] all of its right, title, and interest in” the Navidea asset, including “all payments paid in respect thereof and all monies due, to become due or paid in respect thereof accruing on and after the Effective Date.” Id. The Navidea asset was in turn described as the “[e]ntirety of the Subordinated Promissory Note, dated July 25, 2012 (as amended), issued by Navidea Biopharmaceuticals, Inc. to Platinum-Montaur Life Sceinces [sic], Inc. in the initial principal amount of $6,650,869.35.” Id. In exchange for the rights to the Navidea asset, PPCO agreed to pay $7,022,715.21, which was, according to the Assignment Agreement, the sum of the principal indebtedness and the then-accrued interest. Id.Platinum-Montaur alleges that Navidea’s outstanding balance on the date of the assignment was actually substantially greater than PPCO’s purchase price of $7,022,715.21, Complaint 20, and that the Assignment Agreement transferred to PPCO only a portion of the Navidea asset equivalent to the purchase price — i.e., a dollar-for-dollar exchange. Id. 21. Platinum-Montaur further alleges that it retained an interest in the difference between the purchase price and Navidea’s actual outstanding balance. Id. 21. According to Platinum-Montaur, that difference is approximately $1.5 million. Id. 20.In March 2017, for reasons not relevant to this litigation, Navidea triggered its obligation to pay the outstanding debt, in full. Id.
23-24. In anticipation of the triggering event, in late February 2017, both PPCO and Platinum-Montaur demanded payment from Navidea. A court-appointed receiver of PPCO demanded $7,714,109.47, an amount that represented the original purchase price of the Navidea asset, plus later-accrued interest and other charges. Complaint, Ex. 8. Court-appointed liquidators of a fund that owns 99 percent of Platinum-Montaur then demanded a total of $1,913,963.48, allegedly representing the remaining balance that Platinum-Montaur retained after the assignment to PPCO, plus later-accrued interest and other charges. Complaint, Ex. 9.Navidea paid the approximately $7.7 million that PPCO demanded but refused to pay Platinum-Montaur. Complaint
