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This is Am Base's second bite at the litigation apple, its first bite having been taken in an action filed in the Delaware Chancery Court, see Am Base Corp. Before its dissolution and liquidation, City was the holding company for a multinational conglomerate with subsidiaries in the manufacturing, housing, and insurance industries. Defendant-appellee Eben Pyne has been a Trustee of the Trust since its creation and was a member of the Am Base Board from prior to 1985 until January 1993.

And defendant-appellee Lester Mantell has served as a Trustee of the Trust since its creation, had been a senior City officer before the Am Base spin-off, and served in several officer positions (including Treasurer and Chief Financial Officer) at Am Base from prior to 1985 until December 1996.

Bolden, Wiggin & Dana, LLP, New Haven, CT, Philip Halpern, Collier, Halpern, Newberg, Nolletti & Bock, LLP, White Plains, NY, on the briefs), for Plaintiff-Appellant. Dodyk, Cravath, Swaine & Moore, New York, NY, for Defendants-Appellees. Am Base owned several operating subsidiaries, including the Home Insurance Company, and in the mid 1980s held assets in excess of billion. City's shareholders were the beneficiaries of the Trust and received ownership units in it.

This is an appeal from a final judgment entered in the United States District Court for the Southern District of New York (Stanton, J.), dismissing on the pleadings a diversity action brought by plaintiff-appellant Am Base Corporation (“Am Base”) against defendants-appellees for indemnification of legal expenses incurred in a tax dispute with the Internal Revenue Service (“IRS”). Ch.2001) (“Delaware Action”), which was dismissed as time barred by Delaware's shorter statute of limitations. Between 19, the Trust distributed over 0 million in cash and assets to the former stockholders of City.

Panellino, and Clarisse Panellino, Appellants in 96-5128 (Caption amended per Clerk's 11/27/95, 1/3/96 & 2/29/96 orders) On Appeal from the United States District Court for the District of New Jersey (D. On September 7, 1989, plaintiffs filed an amended complaint, adding claims for breach of contract and fraud. In November 1990, plaintiffs filed the present action. Plaintiffs appealed the dismissal of their claims to this Court. By Order dated April 4, 1995, we granted plaintiffs' Petition, vacated our earlier Judgment Order, vacated the order of dismissal issued by the district court, and remanded the case to the district court for reconsideration in light of the decision in Jaguar Cars. Specifically, plaintiffs appeal from the dismissal of their RICO claims and from the denial of leave to amend the complaint. JURISDICTION AND STANDARDS OF REVIEW We have jurisdiction over this appeal pursuant to 28 U. The district court had subject matter jurisdiction over plaintiffs' federal claims pursuant to 28 U. Defendants contend, however, that we may not hear this appeal because plaintiffs did not file a timely notice of appeal. The court considered the impact of Jaguar Cars and determined that, in light of the procedural posture of the case, our mandate did not require that leave to amend be granted when there were other adequate grounds for upholding the decision to dismiss the complaint. The duration of this case, and the substantial effort and expense of resolving defendants' Motion to Dismiss the First Amended Complaint also support the district court's denial of leave to amend.

Capezza, Estrelita Capezza, Jacques Cromier, Anite Cormier, Steven Kalinowski, Bernard Kalinowski, Charles R. 90-cv-04420) Argued September 16, 1996 Before: BECKER, NYGAARD and ROTH, Circuit Judges (Opinion Filed August 31, 1998) Herbert I. The primary defendants are City Trust, George Scharffenberger, Marshall Manley, Edwin Hatch, Eben Pyne, David F. The plaintiffs allege that the actions of the secondary defendants are also in violation of RICO. Procedural History Plaintiffs filed their original complaint on August 8, 1989, in the United States District Court for the District of New Jersey against GDC and its subsidiary, GDV, asserting claims under RICO, S 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, the Land Sales Act, various state RICO statutes, and breach of fiduciary obligations. Before plaintiffs filed their amended complaint, on April 16, 1990, the case was administratively terminated because GDC had filed a petition for bankruptcy under Chapter 11. The court dismissed the plaintiffs' complaint without granting leave to file a further amended complaint. Their Petition requested this Court to reconsider its jurisprudence on the person/enterprise distinction, which was applied to claims brought under RICO. While plaintiffs' Petition was pending, another panel of this Court decided Jaguar Cars, Inc. This holding endorsed the position taken by plaintiffs in their Petition for Rehearing. On August 24, 1995, the district court once again dismissed this case in its entirety, holding all other grounds for dismissing plaintiffs' claims were unaffected by Jaguar Cars. On November 1, 1995, plaintiffs filed their notice of appeal from the district court's decisions dismissing the complaint and denying post- judgment relief pursuant to Rule 60(b). S 1291, as the appeal arises from a final decision of the district court dismissing all of the remaining claims of the First Amended Complaint, dismissing plaintiffs' motion for leave to serve a Second Amended Complaint, and denying plaintiffs' motion, pursuant to Rule 60(b), for leave to serve a further amended complaint. S 1331 and exercised pendent jurisdiction over their state claims. Under these circumstances, we conclude that the actions of the district court are consistent with this Court's mandate. 1994), affirming the district court's refusal to grant leave to amend, we reasoned: . Plaintiffs have already had ample opportunity to plead their allegations properly and completely. Finally, in our Judgment Order of November 8, 1994, which was later vacated, we ruled that the district court had not erred in denying plaintiffs leave to amend.

This dispute concerned certain tax liabilities that allegedly were assumed by the predecessor corporation of defendant-appellee City Investing Company Liquidating Trust (the "Trust"). For the reasons that follow, we conclude that Am Base's claims are barred as a matter of law by the doctrine of res judicata. Between 19, the Trust distributed over 0 million in cash and assets to the former stockholders of City.

This dispute concerned certain tax liabilities that allegedly were assumed by the predecessor corporation of defendant-appellee City Investing Company Liquidating Trust (the “Trust”). For the reasons that follow, we conclude that Am Base's claims are barred as a matter of law by the doctrine of res judicata. Certain directors and officers of City (“Trustee Defendants”) occupied certain fiduciary positions with both Am Base and the Trust.

The District Court dismissed the complaint upon a finding that the express contractual indemnification claim pleaded therein failed to state a claim upon which relief could be granted and that the restitution, unjust enrichment, implied contract, and breach of fiduciary duty claims were time barred by New York's statute of limitations. Accordingly, we affirm the judgment of the District Court without reaching the merits of whether Am Base's various claims either fail to state a claim upon which relief can be granted or are time barred. The Parties City Investing Company (“City”) was a publicly-held Delaware holding company that was dissolved and liquidated in 1985. Defendant-appellee George Scharffenberger was a Trustee of the Trust since its creation and served as Chairman of the Board of Directors of Am Base from prior to 1985 until January 1993, and as Am Base's Chief Executive Officer from March 1990 until May 1991.

Filed August 31, 1998 UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT Nos. The district court denied their Rule 60(b) Motion on October 23, 1995, and plaintiffs filed their notice of appeal on November 1, 1995, within the 30 day time limit provided by the rule. 1990) (finding that a party's characterization of their motion is not dispositive, instead the court must look to the "purpose the motion seeks to achieve"). Plaintiffs contend that the district court thought that under this Court's mandate, it could not consider their Motion for Leave to Amend. The court wrote, "the remand order did not contemplate that plaintiffs be allowed to reconstitute and restructure their action through the vehicle of an amended complaint and the addition and deletion of parties" and that "the motion to serve a second amended and supplemental complaint and to add and drop parties should not be considered." Id. On the other hand, the district court discussed the proposed amended complaint, noting that it would fundamentally alter the nature of the claims and concluding that it did "not believe that the Third Circuit intended the reconsideration to be on the basis of an amendment to an already much amended complaint." Id. The district judge did not "consider the mandate as requiring consideration of the Proposed Complaint or any other proposed amended complaint." Id. Similarly, at oral argument on plaintiffs' Rule 60(b) Motion, the Judge stated, "I concluded that the remand order did not require and the circumstances did not warrant hearing a motion for leave to file a further amended and supplemental complaint and to substitute new plaintiffs." Rolo v.

CITY INVESTING COMPANY LIQUIDATING TRUST; Am BASE CORPORATION; CARTERET BANCORP, INC.; FEDERAL DEPOSIT INSURANCE CORPORATION, as Successor to RESOLUTION TRUST CORPORATION, in its capacity as RECEIVER OF CARTERET SAVINGS BANK, FA; THE HOME INSURANCE COMPANY; GEORGE T. Plaintiffs moved for relief pursuant to Rule 60(b) within the 10 day time limit provided by Rule 4(a)(4)(F) of the Federal Rules of Appellate Procedure. United Electrical, Radio & Machine Workers of America, Local 610, 900 F.2d 608, 615 (3d Cir. The district court was free to reconsider its original ruling, dismissing the request for leave to amend, and also to consider the new motion for leave to amend, in light of the decision in Jaguar Cars. -- the leave sought should, as the rules require, be `freely given.'" Foman v.

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