Leverso v. SouthTrust Bank of Al., Nat. Assoc.

18 F.3d 1527, 1994 WL 106206
CourtCourt of Appeals for the Eleventh Circuit
DecidedApril 15, 1994
DocketNo. 93-6017
StatusPublished
Cited by33 cases

This text of 18 F.3d 1527 (Leverso v. SouthTrust Bank of Al., Nat. Assoc.) 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
Leverso v. SouthTrust Bank of Al., Nat. Assoc., 18 F.3d 1527, 1994 WL 106206 (11th Cir. 1994).

Opinion

BLACK, Circuit Judge:

Following a Florida development district bond default, class representatives of the class action suit underlying this appeal entered into a settlement agreement on behalf of the bondholders, the trustee of the bond proceeds, and other third parties. The agreement, included a distribution plan that allocated the net settlement funds among the bondholders according to a pro rata share of the bondholders’ cost basis, or the amount each bondholder paid for the bonds. Under this plan, bondholders who paid a higher amount for their bonds during the initial offering would receive a larger settlement than bondholders who paid a lesser amount in the secondary market after the initial offering and after the default. The district court approved the settlement agreement, including the distribution plan. Members of the class who had purchased their bonds in the secondary market at substantially lower prices objected to the distribution plan in the district court and now appeal the district court’s approval of it.1 We hold that the distribution plan is contrary to the bond trust indenture’s governing terms and vacate the district court’s approval of the distribution plan.

I.

This appeal had its genesis in the late 1970s, when a large condominium project was planned for Palmetto, Florida. Improvements to the land were to be financed through tax-free bonds issued by the Palms of Terra Ceia Bay Community Development District (CDD or district), which was created fil late 1982 pursuant to Chapter 190, Florida Statutes.2 SouthTrust Bank of Alabama was chosen as indenture trustee to administer the bond proceeds.

The CDD issued $11,500,000 in Special Assessment and General Obligation Capital Improvement Bonds, Series 1983, dated March 1, 1983. The bonds were issued pursuant to a resolution of the district and an “Indenture of Trust” (trust indenture) between the district and SouthTrust. They were secured by a pledge of revenues from special assessments and ad valorem taxes to be levied against the properties within the district. The land for the improvements was purchased by the CDD with a portion of the bond proceeds. The district’s authority to levy the taxes, however, was- conditioned on completion of the improvements — such as a golf course, clubhouse, water and sewage systems, streets, landscaping, and street fighting — so- that the property to be taxed was benefitted.

The development project subsequently failed, defaulting on its interest payments and spawning numerous lawsuits in state and federal court. The suit from which this appeal arose was a class-action suit on behalf of all bondholders3 against the indenture trustee, SouthTrust Bank. Mediation during the class action suit led to the settlement agreement approved by the district court. The settlement encompasses all parties to all the lawsuits.4

The settlement agreement provided for a $2.5 million cash distribution to all persons [1530]*1530holding bonds as of the record date.5 The distribution plan provides in relevant part:

6. Disbursement of Proceeds. The proceeds of the Settlement Fund shall be disbursed to the Bondholders in such manner as shall be determined by the Court. The parties shall recommend to the Court the following plan of Distribution:
(iii) The remainder of the Settlement Fund [after 6(i) and 6(ii) deductions] shall be disbursed to the Bondholders proportionately according to the “Cost Basis” of each said Bondholder in the Bonds which it owns as of the Record Date.... “Cost Basis” shall be that amount, net of premiums, accrued interest, discounts, or other adjustments, actually paid by each Bondholder for the Bond or Bonds which he or she owns. Commissions paid to underwriters and brokers in connection with the purchase shall be included in Cost Basis. Each Bondholder shall receive an amount equal to the sum determined by applying to the total amount of the Settlement Fund remaining after deduction of [6(i) and 6(ii) amounts] ... a fraction the denominator of which is the total amount of all claims submitted by all Bondholders (and allowed by the Court) and the numerator of which is the claim submitted by said Bondholder.
Notwithstanding the foregoing, no Bondholder shall be entitled to receive an amount in excess of his Cost Basis in his Bond(s)....
7. Allocation of Bondholder Payments; Surrender of Bonds; Coupons. The Settlement Fund shall be applied in the manner set forth in the preceding paragraph as a payment of principal only and without payment for or on account of any interest due to the Bondholders with respect to the Bonds, without preference or priority of any Bond over any other Bond, ratably, according to the amounts available therefor in the Settlement Fund, without discrimination or privilege....

The settlement agreement provided that all of its terms, including the manner of disbursement of the settlement fund, were subject to court approval. Settlement Agreement ¶ 18. It further required that any questions or issues relating to the distribution plan be submitted to the court. A sever-ability clause stipulated that:

[A]ll questions relating to the distribution shall be entrusted to the Court for its decision in accordance with the general equitable powers of the Court. Any appeal or dispute which may arise concerning ... the Plan of Distribution ... shall not be grounds for delay in the entry of a Final Judgment approving this Settlement Agreement....

Id. at ¶ 19. Pursuant to that clause, only the distribution plan approved by the district court was appealed. Consequently, we do not address the remainder of the settlement agreement as it was approved by the district court.

II.

In order to approve the settlement agreement, the district court was required to determine that it was fair, adequate, reasonable, and not the product of collusion. Bennett v. Behring Corp., 737 F.2d 982, 986 (11th Cir.1984). This Circuit has outlined several factors useful in making that determination. See, e.g., Holmes v. Continental Can Co., 706 F.2d 1144, 1147-49 (11th Cir.1983); In re Corrugated Container Antitrust Litig., 643 F.2d 195, 213 (5th Cir.1981). The district court thoroughly addressed six factors6 and [1531]*1531ruled that each weighed in favor of settlement. We review the district court’s approval of the settlement agreement for abuse of discretion. Id. at 207.

In our review, we must determine whether the district court’s approval was “based on adequate and careful analysis of ‘the facts of the case in relation to the relevant principles of applicable law.’ ” Corrugated Container, 643 F.2d at 212 (quoting Cotton v. Hinton, 559 F.2d 1326, 1331 (5th Cir.1977)). The gravamen of this appeal, whether the distribution plan approved by the district court is contrary to the bondholders’ rights under the governing trust indenture, is founded on construction of the trust indenture.

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Bluebook (online)
18 F.3d 1527, 1994 WL 106206, Counsel Stack Legal Research, https://law.counselstack.com/opinion/leverso-v-southtrust-bank-of-al-nat-assoc-ca11-1994.