Fox v. Acadia State Bank

937 F.2d 1566, 20 Fed. R. Serv. 3d 557, 1991 U.S. App. LEXIS 17966, 1991 WL 135491
CourtCourt of Appeals for the Eleventh Circuit
DecidedAugust 9, 1991
DocketNo. 90-8551
StatusPublished
Cited by54 cases

This text of 937 F.2d 1566 (Fox v. Acadia State Bank) is published on Counsel Stack Legal Research, covering Court of Appeals for the Eleventh Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Fox v. Acadia State Bank, 937 F.2d 1566, 20 Fed. R. Serv. 3d 557, 1991 U.S. App. LEXIS 17966, 1991 WL 135491 (11th Cir. 1991).

Opinion

PER CURIAM:

In this Rule 11 case we affirm the district court’s award of sanctions but remand for further proceedings on the proper amount of sanctions.

I. BACKGROUND

Proceedings before the court imposed sanctions

Plaintiffs Fox, Morton and Porter purchased stock in Defendant Acadia State Bank, but they soon became dissatisfied with their investment and sued, alleging fraud under (1) §§ 12(2) and 17(a) of the Securities Act of 1933, 15 U.S.C. §§ 111, llq, (2) Rule 10(b)(5), and (3) state law. Acadia moved to dismiss the federal securities law claims, and the district court granted the motions with respect to the § 17(a) and 12(2) claims, holding that: (1) the § 17(a) claim was foreclosed by a recent decision of this court that held that there is no private right of action under § 17(a), and (2) §§ 12(2) and 3(a)(2) of the 1933 Act expressly exempt bank securities from the Act’s coverage.

The law firm in which Morton was a partner represented the plaintiffs until the court granted the motion to dismiss, after which John Sherrill, a lawyer from another firm, took over the plaintiffs’ case.

While engaged in discovery on their remaining claims the plaintiffs learned that Acadia might be willing to compromise on a number of the issues that gave rise to the suit, and Sherrill contacted Acadia’s counsel to discuss a settlement. Sherrill’s letter to Acadia’s counsel proposed “a settlement of this case under which all parties stipulate to a dismissal.” Acadia responded with a letter to Sherrill in which it “accept[ed] your clients’ offer to dismiss their claims as per your letter....” The parties then stipulated to an order of voluntary dismissal drafted by Acadia’s lawyer providing “IT IS HEREBY ORDERED that the plaintiffs’ claims against defendants ... be and are dismissed with prejudice at plaintiff’s costs” and the district court dismissed the case under Federal Rule of Civil Procedure 41(a)(l)(ii).

Proceedings relating to sanctions

Before the court entered the dismissal order Acadia filed a “Notice of Intention to Seek Sanctions at the Termination of Litigation Pursuant to Rule 11 of the Federal Rules of Civil Procedure.” Three days after the court entered the dismissal order Acadia made good on its threat by moving for sanctions under Federal Rule of Civil Procedure 111, alleging that the plaintiffs’ federal securities law claims were neither warranted by existing law nor a good faith argument for the modification or reversal of existing law. The plaintiffs contended in opposition that the parties had intended for the settlement to terminate all claims arising out of their relationship, including [1569]*1569Acadia’s Rule 11 claim. Also they denied that their federal claims were sanctionable on the grounds that they had argued for a good faith modification of existing law with regard to § 17(a), and that their § 12(2) and Rule 10(b)(5) claims were well founded in fact and law.

The district court rejected the plaintiffs’ arguments and granted Acadia $50,000 in sanctions, holding: (1) the settlement did not cut off Acadia’s Rule 11 claim because the parties did not intend for it to be an accord and satisfaction of all claims, and (2) the plaintiffs’ § 17(a) and 12(2) claims were sanctionable but the Rule 10(b)(5) claims were not. Although it granted the Rule 11 motion the district court expressed two reservations about Acadia’s claim for sanctions. The court was concerned that Acadia’s lawyer might have used the settlement discussions to set a trap for the plaintiffs, which he then sprang by filing the Rule 11 motion. The court noted in its order granting sanctions that it was troubled by possible “sandbagging” by Acadia’s counsel, and that

Mr. Sherrill’s allegation of deceit on the part of Acadia’s counsel appears to have some merit. During the course of negotiations with regard to the voluntary dismissal, it is clear to the court that Mr. Sherrill was rather nonassertive, while [Acadia’s counsel] were very deliberate and quite possibly deceptive.
It is frustrating for the court to observe that the issue of Rule 11 sanctions could easily have been addressed in the voluntary dismissal negotiations, but it was not. Acadia’s counsel obviously avoided putting anything in writing regarding this matter, because they hoped to unceremoniously file the motion after the dismissal was final. The court can offer little explanation for Mr. Sherrill’s apparent silence, other than his apparent misplaced trust in the “word” of [Acadia’s counsel].

The court rejected Acadia’s claim that it had expended $132,174.18 in attorneys’ fees in opposing the § 17(a) and 12(2) claims, but it did not explain how it arrived at the $50,000 figure that it awarded to Acadia.

II. DISCUSSION

The plaintiffs contend that this court should reverse the award of sanctions to Acadia for four reasons: (1) the parties’ voluntary dismissal of their claims under Rule 41(a)(1)(h) deprived the district court of jurisdiction to impose sanctions,2 (2) their § 17(a) and 12(2) claims were not so unreasonable as to merit sanctions, (3) Acadia was not entitled to sanctions in light of the court’s finding that Acadia’s counsel engaged in “quite possibly deceptive” conduct, and (4) even if Acadia was entitled to sanctions, the $50,000 award was excessive. The plaintiffs must satisfy a high standard in their attempt to overturn the district court’s award, for district courts have broad discretion in imposing Rule 11 sanctions, and this court will set aside an award of sanctions only if the district court abuses that discretion. See Cooter & Gell v. Hartmarx Corp., — U.S. -, 110 S.Ct. 2447, 2461, 110 L.Ed.2d 359 (1990).

A. Reasonableness of the § 17(a) and 12(2) Claims

The standard for determining whether conduct is sanctionable under Rule 11 is “reasonableness under the circumstances.” Donaldson v. Clark, 819 F.2d 1551, 1556 (11th Cir.1987) (en banc). Rule 11 was not intended “to chill innovative theories and vigorous advocacy that bring about vital and positive changes in the law [,]” Donaldson, 819 F.2d at 1561, “[b]ut when parties attempt to pursue civil litigation with [1570]*1570legal theories apparently foreclosed by statute and precedent, they must do so with candor toward the court and a sense of whether their argument is appropriate and reasonable.” U.S. v. Milam, 855 F.2d 739, 744 (11th Cir.1988). We agree with the district court that the plaintiffs failed to meet this standard of reasonableness and candor and affirm the district court’s holding that the plaintiffs are subject to sanctions.

1. Section 17(a) claim

This court held in Currie v. Cayman Resources Corp.,

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Bluebook (online)
937 F.2d 1566, 20 Fed. R. Serv. 3d 557, 1991 U.S. App. LEXIS 17966, 1991 WL 135491, Counsel Stack Legal Research, https://law.counselstack.com/opinion/fox-v-acadia-state-bank-ca11-1991.