Industrial Investment Development Corp. v. Mitsui & Co.

855 F.2d 222, 1988 U.S. App. LEXIS 12783, 1988 WL 90428
CourtCourt of Appeals for the Fifth Circuit
DecidedSeptember 20, 1988
DocketNo. 86-2695
StatusPublished
Cited by1 cases

This text of 855 F.2d 222 (Industrial Investment Development Corp. v. Mitsui & Co.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fifth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Industrial Investment Development Corp. v. Mitsui & Co., 855 F.2d 222, 1988 U.S. App. LEXIS 12783, 1988 WL 90428 (5th Cir. 1988).

Opinion

GARZA, Circuit Judge:

This thirteen-year old case passes before this court for the fourth time. On this appeal we are asked first to determine whether we have jurisdiction and, if so, whether the evidence supported the jury’s findings and whether the district court properly held that both the plaintiffs and [224]*224the defendants failed to prove their claims. Finding jurisdiction and no error in the court below, we affirm.

I

In 1968, an American corporation, Industrial Investment Development Corporation (Industrial Investment), and its two Hong Kong subsidiaries, Indonesia Industrial Investment Corporation, Ltd. (Indonesia Industrial) and Forest Products Corporation, Ltd. (Forest Products), became involved in the lumber products business in East Kali-mantan, Indonesia. The companies, under the direction of E.V. Pedersen, wanted to export timber from Indonesia, and sought to create a joint venture with P.T. Telaga Mas Kalimantan Company (Telaga Mas), an Indonesian corporation.

In December of 1970, Telaga Mas and the companies entered into a formal joint venture agreement. The agreement was signed by Pedersen and by Dr. Sadjarwo, the Supervisory Director of Telaga Mas, on behalf of Telaga Mas. On July 1, 1971, the Indonesian Government approved the joint venturers’ proposed operation. Pedersen, Sadjarwo and Mr. Soedjarwo, the Indonesian Director General of Forestry, jointly executed a Forestry Agreement.

Murni Harianto, the President Director of Telaga Mas, and other Telaga Mas shareholders subsequently decided to thwart the joint venture. The Sadjarwo-Harianto corporate duel began when Sad-jarwo held a shareholders’ meeting on April 5, 1972. At that meeting the Sadjar-wo group installed Sadjarwo as C.E.O. of the company, reformed the Board of Directors, and ratified all prior acts of Sadjar-wo. Harianto called a second shareholders’ meeting on May 5, 1972. This meeting resulted in a disclaimer of all of Sadjarwo’s acts, expulsion of the Sadjarwo group, and a confirmation of Harianto as the C.E.O.

Harianto commenced proceedings in Indonesia by filing an ex parte petition. He claimed that the Final Agreement executed by Sadjarwo and Pedersen did not bind Telaga Mas because Sadjarwo had used an invalid power of attorney to sign on Telaga Mas’ behalf. On June 27,1972, the Indonesian trial court stated that the contested power of attorney used by Sadjarwo was “no longer effective and not valid according to law.” The court concluded that the Final Agreement signed by “P.T. Telaga Mas Kalimantan as represented by Mr. Sadjarwo ... is not true and not valid, so that said agreement is not binding upon P.T. Telaga Mas.”

On February 19, 1973, the Director General of Forestry cancelled the Final Agreement. Pedersen then instituted Indonesian court proceedings against Telaga Mas, seeking to reverse the earlier decision of the court. After proceeding once more before the trial court and the Indonesian court of appeals, it was held that the plaintiffs were not bound by the nullification order. The Director General of Forestry, however, refused to reinstate the Final Agreement.

In April of 1974, Pedersen was in Houston when he met Karl Odom, an employee of Mitsui & Company, Ltd. (Mitsui). Odom allegedly told Pedersen that Mitsui had bought all of the log production from the Telaga Mas concession, including substantial volumes of agathis logs, and made substantial loans to Telaga Mas during the active life of the joint venture. On June 19, 1975, Industrial Investment, Indonesia Industrial and Forest Products filed a complaint against Mitsui and its U.S. subsidiary. The lawsuit consisted of claims for alleged tortious interference with contractual relations and alleged Sherman Act violations. The plaintiffs also sought damages for breach of contract from Telaga Mas.

The district court granted Mitsui’s motion for summary judgment. This court reversed the district court’s judgment. Industrial Inv. Dev. Corp. v. Mitsui & Co., 594 F.2d 48 (5th Cir.1979), cert. denied, 445 U.S. 903, 100 S.Ct. 1078, 63 L.Ed.2d 318 (1980). On remand, the district court granted Mitsui a second summary judgment. The Fifth Circuit again reversed. 671 F.2d 876 (5th Cir.1982). The Supreme Court granted Mitsui a writ of certiorari, 460 U.S. 1007, 103 S.Ct. 1244-45, 75 L.Ed.2d 475 (1983), and vacated and remanded [225]*225the ease for further consideration in light of the Court’s opinion in another case.

On May 9, 1983, the Fifth Circuit adhered to its reversal of the second summary judgment, and remanded the ease to the district court for trial. 704 F.2d 785 (5th Cir.), cert. denied, 464 U.S. 961, 104 S.Ct. 393-94, 78 L.Ed.2d 337 (1983). Back in the district court, some nine years after the plaintiffs had filed suit, Mitsui filed a counterclaim against the corporate plaintiffs and a third-party claim against Pedersen, Sadjarwo, Theodore Law, Herbert Ziegler, and others. Mitsui alleged that these corporations and individuals interfered with Mitsui’s business relationship with Telaga Mas.

Trial began on January 8, 1985. After the close of the evidence, the court granted a directed verdict in favor of the counterclaim defendants on all of Mitsui’s counterclaims, and granted a directed verdict in favor of the third-party defendants on all of Mitsui’s third-party claims. The case was submitted to the jury on nineteen interrogatories. Although the jury found that Mitsui tortiously interfered with the plaintiffs’ contractual relationship with Te-laga Mas, and that Mitsui engaged in attempted monopolization, actual monopolization, and restraint of trade, it also found facts that established Mitsui’s affirmative defenses.

Regarding the tortious interference claim, the jury found that the plaintiffs knew, or with the exercise of ordinary care, should have known of the interference before June 19, 1973. Because the plaintiffs were found to have known of their claim more than two years before they filed suit, Judge Singleton held that limitations barred the claim. Regarding the Sherman Act claim, the jury found that Mitsui’s conduct had no direct or substantial effect on United States commerce. Consequently, Judge Singleton held that there was no antitrust jurisdiction.

A myriad of post-trial motions were filed by the parties. On May 20, 1986, Judge Singleton determined that the plaintiffs recover nothing from Mitsui, and that Mitsui recover nothing from the counterclaim defendants or from the third-party defendants. Finally, a default judgment was entered for the plaintiffs against Telaga Mas in the amount of $48,771,360.

II

Jurisdiction

Mitsui’s second motion to dismiss the appeal for lack of jurisdiction states that the real parties in interest are not before this court. Mitsui points out that Peder-sen, Law and Ziegler have failed to appeal. Mitsui suggests that the three corporations that have appealed lack standing and have no real interest in this appeal because they signed away their right to sue.

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855 F.2d 222, 1988 U.S. App. LEXIS 12783, 1988 WL 90428, Counsel Stack Legal Research, https://law.counselstack.com/opinion/industrial-investment-development-corp-v-mitsui-co-ca5-1988.