Aurelius Capital Master, Ltd. v. Republic of Argentina

644 F. App'x 98
Court of Appeals for the Second Circuit·Decided April 15, 2016·No. Docket Nos, 16-628(L), 16-639(con), 16-640(con), 16-641(con), 16-642(con), 16-643(con), 16-644(con), 16-649(con), 16-650(con), 16-651(con), 16-653(con), 16-657(con), 16-658(con), 16-659(con), 16-660(con), 16-661(con), 16-664(con), 16-665(con), 16-666(con), 16-667(con), 16-668(con), 16-669(con), 16-671(con), 16-672(con), 16-673(con), 16-674(con), 16-677(con), 16-678(con), 16-681(con), 16-682(con), 16-683(con), 16-684(con), 16-685(con), 16-686(con), 16-687(con), 16-688(con), 16-689(con), 16-690(con), 16-691(con), 16-694(con), 16-695(con), 16-696(con), 16-697(con), 16-698(con)·Published·Cited by 3 cases

Opinion

[105]*105SUMMARY ORDER

Plaintiffs-Appellants appeal from the opinion and order of the United States District Court for the Southern District of New York (Griesa, J.), vacating the Injunctions against Argentina upon the occurrence of two conditions precedent. We assume the parties’ familiarity with the underlying facts and the procedural history of the case and therefore address the facts only as necessary to resolve the issues presently on appeal.

Plaintiffs-Appellants, groups of individual and corporate bondholders of bonds first issued by Argentina under a Fiscal Agency Agreement (“FAA bondholders”) in 1994, initially brought this action seeking monetary judgments against Argentina for its 2001 default. See NML Capital, Ltd. v. Republic of Argentina, 699 F.3d 246, 251 (2d Cir.2012) (hereinafter “NML I ”). Having secured partial summary judgment against Argentina in December 2011, certain Plaintiffs-Appellants sought and obtained an Injunction prohibiting Argentina from making payments on so-called ailed Exchange bonds .without concurrently or in advance making a ratable payment to FAA bondholders. This Court twice affirmed, with slight modification, the imposition of the Injunction. See NML I, 699 F.3d at 254-55; NML Capital, Ltd. v. Republic of Argentina, 727 F.3d 230 (2d Cir.2013) (hereinafter “NML II ”). A similar Injunction was also granted to other Plaintiffs who had later sought similar relief. The last Injunction was entered on October 30, 2015 and was pending on appeal when Argentina, under the administration of newly elected President Mauricio Macri, moved the district court for vacatur of the Injunctions. The district court ordered Plaintiffs-Appellants to show cause why an order vacating the Injunctions should not be entered.

On February 19, 2016, the district court filed a Rule 62.1 Indicative Ruling indicating it would vacate the Injunctions subject to the satisfaction of two conditions precedent if this Court remanded the then pending appeal. Oral arguments before a panel of this Court were heard on February 24, 2016. That same day, this Court entered an order granting Argentina’s motion to dismiss the appeals with prejudice. This Court instructed the district court that, before formally entering the Indicative Ruling, all parties must be “afford[ed] [ ] an opportunity to be heard in the district court.” J.A. 1721. The following day, Argentina moved the district court to enter its Indicative Ruling. The district court heard arguments and on March 2, 2016, entered an Order vacating the injunctions upon the satisfaction of two conditions precedent: (1) the repeal of all legislative obstacles to settlement including the Lock and Sovereign Payment Laws, and (2) that all Plaintiffs who had entered into settlement agreements in principle with Argentina on or before February 29, 2016, be paid in accordance with the specific terms of each such agreement. Plaintiffs-Appellants, some of which have Agreements in Principle with Argentina, now appeal the district court’s order vacating the Injunctions.

Plaintiffs-Appellants fall into two classes of bondholders: “Lead Plaintiffs,” including Aurelius and NML Capital, which have entered into Agreements in Principle (“AIP”) with Argentina and other bondholders who either have accepted the terms of Argentina’s settlement offer or have not yet negotiated settlement agreements with Argentina (“Individual Bondholders”). All Plaintiffs-Appellants argue the district court abused its discretion in granting conditional vacatur of the Injunctions. Certain Lead Plaintiffs also contend that, if vacatur is affirmed, the order [106]*106should be clarified so as to protect Lead Plaintiffs under their existing AIP.

“A district court’s modification of an in-junctive decree will not be disturbed on appeal, absent a showing that the court abused its discretion.” Sierra Club v. U.S. Army Corps of Eng’rs, 732 F.2d 253, 257 (2d Cir.1984). A district court has abused its discretion when “(1) its decision rests on an error of law or a clearly erroneous factual finding; or (2) cannot be found within the range of permissible decisions.” In re Terrorist Attacks on Sept. 11, 2001, 741 F.3d 353, 357 (2d Cir.2013) (reviewing a district court’s decision on a Rule 60(b) motion for abuse of discretion).

In the case of a final or permanent injunction,1 we consider whether “there has been such a change in the circumstance as to make modification of the decree equitable.” Sierra Club, 732 F.2d at 257. An important question in this inquiry is whether the objective of the injunction has been achieved. See Horne v. Flores, 557 U.S. 433, 450, 129 S.Ct. 2579, 174 L.Ed.2d 406 (2009). Events may also arise, however, when modification or termination of an injunction “is appropriate even though the purpose of the decree has not been achieved.” United States v. Eastman Kodak Co., 63 F.3d 95, 102 (2d Cir.1995). Modification may be appropriate when an injunction proves to be unworkable or unnecessary as a result of changed circumstances or unforeseen occurrences. Cf. Rufo v. Inmates of Suffolk Cty. Jail, 502 U.S. 367, 384, 112 S.Ct. 748, 116 L.Ed.2d 867 (1992) (holding modification of consent decree appropriate under Rule 60(b)(5) when its continuance becomes “unworkable because of unforeseen obstacles”). In addition to considerations of changed circumstances, “a court should [also] keep the public interest in mind in ruling on a request to modify based on a change in conditions.” Id. at 392, 112 S.Ct. 748. Thus modification or vacatur of an injunction may be warranted when continued enforcement “would be detrimental to the public interest.” Id. at 384-85, 112 S.Ct. 748 (citing Duran v. Elrod, 760 F.2d 756, 759-6(7th Cir.1985)).

1. Changed Circumstances

The district court conditionally lifted the Injunctions on the basis of changed circumstances including (1) that Argentina “has shown a good-faith willingness to negotiate with the holdouts,” S.P.A. 109, (2) the representations made by President Maori’s administration that it would repeal certain legislation prohibiting payment to the bondholders,2 and (3) that “a number of plaintiffs have now agreed in principle to settle,” S.P.A. 113. Plaintiffs-Appellants argue any alleged changed circumstances are insufficient to warrant vacatur and the Individual Bondholders contend that there has been no willingness to negotiate with them regardless of any discus[107]*107sions which may have occurred between Argentina and Lead Plaintiffs.

The record shows that shortly after assuming office, President Maori sent senior level officials such as • Undersecretary of Finance Santiago Bausili to meet with Special Master Daniel Pollack, appointed by the district court to supervise negotiations, to engage in settlement discussions.

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Aurelius Capital Master, Ltd. v. Republic of Argentina, 644 F. App'x 98 (2d Cir. 2016).

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