McKesson HBOC, Inc. v. Islamic Republic of Iran

271 F.3d 1101, 348 U.S. App. D.C. 160, 2001 U.S. App. LEXIS 24555, 2001 WL 1435530
CourtCourt of Appeals for the D.C. Circuit
DecidedNovember 16, 2001
DocketNos. 00-7157 and 00-7263
StatusPublished
Cited by40 cases

This text of 271 F.3d 1101 (McKesson HBOC, Inc. v. Islamic Republic of Iran) is published on Counsel Stack Legal Research, covering Court of Appeals for the D.C. Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
McKesson HBOC, Inc. v. Islamic Republic of Iran, 271 F.3d 1101, 348 U.S. App. D.C. 160, 2001 U.S. App. LEXIS 24555, 2001 WL 1435530 (D.C. Cir. 2001).

Opinion

Opinion for the Court filed by Circuit Judge TATEL.

TATEL, Circuit Judge:

McKesson HBOC, Inc., an American corporation, owns a minority interest in an Iranian dairy. Following Iran’s 1979 Islamic Revolution, the dairy cut off the flow of capital and other material to McKesson, froze out McKesson’s board members, and stopped paying McKesson’s dividends. After years of litigation, including two appeals to this court, the district court granted summary judgment for McKesson, holding the Islamic Republic of Iran liable for expropriating McKesson’s equity in the dairy. Following a bench trial on the value of McKesson’s holdings, the district court ordered Iran to pay. over $20 million in compensation for, among other things, expropriated equity and withheld dividends. In this appeal, Iran argues that federal courts lack jurisdiction over it, that material issues exist as to its liability for expropriation, and that the district court erred in valuing McKesson’s assets. McKesson cross-appeals, challenging the district court’s assessment of simple rather than compound interest. We affirm in most respects. Jurisdiction exists pursuant to the Foreign Sovereign Immunities Act’s exception for commercial acts of a foreign sovereign that cause direct effects in the United States. The district court’s careful consideration of the valuation evidence easily survives clear-error review. And although the district court may have erred in finding that international law precludes awards of compound interest, it acted well within its broad discretion to grant [1104]*1104simple interest. But because we find that genuine issues of material fact exist as to whether Iranian corporate law excused the dairy’s withholding of dividends, we reverse the district court’s grant of summary judgment on the issue of Iran’s liability for expropriating McKesson’s equity and remand that portion of the case for trial.

I.

For many years prior to Iran’s 1979 Islamic Revolution, McKesson HBOC, Inc., appellee and cross-appellant, contributed capital and personnel to Sherkat Sa-hami Labaniat Pasteurize Pak, an Iranian dairy (“Pak Dairy”). McKesson’s representatives made up a majority of Pak Dairy’s board of directors.

Following the Revolution, McKesson’s ties with Pak Dairy began to weaken. It no longer received its standard yearly dividends, and soon lost control of the dairy’s board, withdrawing its last two directors in October, 1981. Since then, McKesson has neither participated in Pak Dairy’s business nor received shareholder communications or compensation for its investment, even though it still owns a thirty-one percent interest in the dairy.

In 1982, McKesson, along with its insurer, the Overseas Private Investment Corporation (OPIC), filed suit in the United States District Court for the District of Columbia alleging that the Islamic Republic of Iran, appellant and cross-appellee, illegally expropriated McKesson’s interest in Pak Dairy. Pursuant to Executive Order No. 12,294, 46 Fed. Reg. 14,111 (Feb. 24, 1981), McKesson’s claim was transferred to the newly created Iran-United States Claims Tribunal which, by virtue of the Algiers Accords (which settled the Iran hostage crisis), had exclusive jurisdiction over suits involving American claims to frozen Iranian assets. See generally Declaration of the Government of the Democratic and Popular Republic of Algeria, Jan. 19, 1981, Iran-U.S., 20 I.L.M. 224. Although the Claims Tribunal decided that Iran’s interference with McKesson’s rights had not amounted to an expropriation by January 19, 1981, the Tribunal’s jurisdictional cut-off date, it did find that Pak Dairy had illegally withheld McKesson’s 1979 and 1980 dividends. Foremost Tehran, Inc. v. Iran, 10 Iran-U.S. Cl. Trib. Rep. 228, 250 (1986). The Tribunal awarded McKesson in excess of $900,000 as compensation for withheld dividends, plus approximately $500,000 for related breach-of-contract claims. Id. at 252-53, 254-55, 257-58.

Renewing its claim in district court, McKesson argued that Iran had expropriated its equity in Pak Dairy after the Tribunal’s jurisdictional cut-off date. Iran moved to dismiss, arguing primarily that the Foreign Sovereign Immunities Act of 1976 (FSIA), 28 U.S.C. §§ 1602-1611, rendered it immune from suit in federal court. The district court denied this motion, and we affirmed in part and remanded in part. See Foremost-McKesson, Inc. v. Islamic Republic of Iran, 905 F.2d 438, 449-51 (D.C.Cir.1990) (“McKesson I”). In doing so, we held that McKesson had provided adequate evidence of federal jurisdiction pursuant to the FSIA exception for suits based on “commercial activity ... that ... causes a direct effect in the United States.” 28 U.S.C. § 1605(a)(1); see McKesson I, 905 F.2d at 449-50. Subsequently, Iran again challenged federal jurisdiction, arguing among other things that an intervening Supreme Court decision, Republic of Argentina v. Weltover, Inc., 504 U.S. 607, 112 S.Ct. 2160, 119 L.Ed.2d 394 (1992), undermined McKesson I. McKesson Corp. v. Islamic Republic of Iran, 52 F.3d 346, 349 (D.C.Cir.1995) (“McKesson II”). Distinguishing Weltover and deferring to McKesson I, we affirmed the district court’s denial of Iran’s renewed motion to dismiss. Id. at 350-51.

[1105]*1105With the jurisdictional issue seemingly — though as we shall soon see, not finally — resolved, both parties moved for summary judgment on liability. Granting summary judgment for McKesson, McKesson Corp. v. Islamic Republic of Iran, No. 82-220, mem. op. at 31, 1997 WL 361177 (D.D.C. June 23, 1997), the district court scheduled a bench trial to determine damages. Just before trial, Iran once again moved to dismiss for lack of jurisdiction, arguing that the International Guaranty Agreement (IGA), which governs the resolution of claims against Iran to which the United States government and its instru-mentalities are subrogated, requires arbitration rather than litigation. The district court denied the motion, heard several weeks of testimony on valuation, and then issued findings valuing McKesson’s assets — including equity in Pak Dairy, dividends, and simple interest — -at just over $20 million. McKesson Corp. v. Islamic Republic of Iran, mem. op. at 53, 116 F.Supp.2d 13, -(D.D.C.2000). The district court denied McKesson’s subsequent motion for reconsideration of the court’s assessment of simple rather than compound interest. McKesson Corp. v. Islamic Republic of Iran, No.82-220, mem. op. at 13 (D.D.C. Sept. 28, 2000).

Iran now appeals the grant of summary judgment on liability as well as the district court’s valuation of McKesson’s holdings in Pak Dairy. Iran also appeals the district court’s rejection of its FSIA and IGA jurisdictional arguments. McKesson cross-appeals the denial of its motion for reconsideration of the decision to award only simple interest.

II.

We begin with Iran’s jurisdictional arguments. A foreign nation’s entitlement to sovereign immunity raises questions of law renewable de novo. Princz v. Fed. Republic of Germany,

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271 F.3d 1101, 348 U.S. App. D.C. 160, 2001 U.S. App. LEXIS 24555, 2001 WL 1435530, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mckesson-hboc-inc-v-islamic-republic-of-iran-cadc-2001.