Slattery v. United States

102 Fed. Cl. 27, 2011 U.S. Claims LEXIS 2198, 2011 WL 5831137
CourtUnited States Court of Federal Claims
DecidedNovember 18, 2011
DocketNo. 93-280C
StatusPublished
Cited by1 cases

This text of 102 Fed. Cl. 27 (Slattery v. United States) is published on Counsel Stack Legal Research, covering United States Court of Federal Claims primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Slattery v. United States, 102 Fed. Cl. 27, 2011 U.S. Claims LEXIS 2198, 2011 WL 5831137 (uscfc 2011).

Opinion

ORDER AND OPINION

SMITH, Senior Judge.

This Court previously awarded $276,000,000 in expectancy damages to the Plaintiffs to be distributed among Meritor Savings Bank (“Meritor”) shareholders after payment of litigation expenses and attorneys fees. See Slattery v. United States, 69 Fed.Cl. 573 (2006). The Court must now determine the proper recipients of this award. The Plaintiff-Intervenor argues that the Meritor shareholders at the time of the [29]*29breach of contract (“former shareholders”) are the rightful recipients, whereas the Plaintiff and Defendant contend the current shareholders are entitled to receive the distribution of the award. After careful consideration, the Court agrees with the Plaintiff and Defendant and holds that the judgment for $276 million will be distributed among the current shareholders. Additionally, before this Court is John R. MeCarron’s motion to intervene, which this Court denies for reasons set forth below.

DISCUSSION

I. The Receiver is to Distribute the Award of $276 Million Among Current Shareholders

Governing the distribution of assets from a receivership is 12 U.S.C. § 1821(d)(ll), which provides:

“[Ajmounts realized from the liquidation or other resolution of any insured depository institution by any receiver appointed for such institution shall be distributed to pay claims ... to shareholders or members arising as a result of their status as shareholders or members (including any depository institution holding company or any shareholder or creditor of such company).”

The Plaintiff-Intervenor states that the receivership statute requires the award to be distributed to those shareholders who were injured at the time of the seizure. Accordingly, such shareholders are the former shareholders who have subsequently sold their shares. The Plaintiff-Intervenor further insists that the language of the statute specifically excludes current shareholders, who do not hold stock in a “depository institution” and are consequently ineligible to receive damages. Thus, they say, that due to the seizure of Meritor by the PDIC, the current shareholders acquired shares after Meritor dissolved and was no longer a “depository institution” under the statute.

Also relying on the plain language of the receivership statute, the Government argues that Congress’s use of the term “shareholder” clearly indicates the proper recipients to be the current shareholders. The Government contends that upon the sale of shares, former shareholders have transferred their right to receive compensation. This transfer of shareholder rights is reflected in the language of the receivership statute, which unequivocally states that the derivative distribution “shall be distributed to pay claims ... to shareholders,” thus vesting the right to compensation to those who hold shares. § 1821(d)(ll) (emphasis added). However, should the Court find any ambiguity in the statute, the Government points to the traditional legal rule for the transfer of shares, stating that the “holder-transferee” from the original creditor has priority for payment of his obligation. See Plitt v. Stonebraker, 195 F.2d 39, 43 (D.C.Cir.1952) (“The circumstances that a security for such payment [to a holder-transferee] has come into existence after he acquired the obligation is not important.”).

The Court agrees with the Government in its interpretation of the receivership statute. The widely agreed upon notion of a shareholder is someone who, first and foremost, holds shares. The shareholder derives certain benefits from the risk of his or her investment, including the right to receive any compensation distributed, including derivatives. The shareholder relinquishes the right to claim a benefit upon the transfer of his or her shares, and is no longer considered to be a shareholder by the term’s definition. See Mendenhall v. Fleming Co., 504 F.2d 879, 880 (5th Cir.1974) (holding that after the sale of stock, former shareholders have no standing to file a claim against the corporation); Armstrong v. Frostie Co., 453 F.2d 914 (4th Cir.1971); Kenrich Corp. v. Miller, 377 F.2d 312 (3rd Cir.1967). Based on this interpretation of the statute, the proper recipient of the award must also have the right to receive and benefit from a damage award. Therefore, the Court finds that the current shareholders retain this right and are the proper recipients of the award.

Following this argument, the Plaintiff-Intervenor asserts additional reasons that the former shareholders are the rightful beneficiaries of the distribution, which will be addressed in turn. First, the Plaintiff-Intervenor suggests that the Assignment of Claims Act, 31 U.S.C. § 3727 (“Act”) pre[30]*30vents the assignment of the former shareholders’ claims to the current shareholders, thus preserving the former shareholders as the rightful beneficiaries of the award. See Saint John Marine Co. v. United States, 92 F.3d 39, 48 (2nd Cir.1996). Designed to protect the Government, the Act prevents claims against the Government from being purchased, which the Plaintiff-Intervenor states would allow them to sue the government even though they have no relationship with the government.

The Government counters and the Court agrees that the Act does not prevent the assignment of the claim at issue, as the Government is the only entity with the authority to invoke the Act and has not challenged the assignment in this case. See Delmarva Power & Light Co. v. United States, 79 Fed.Cl. 205 (2007). Furthermore, the only claim for which this Court has awarded damages is Meritor’s derivative breach of contract claim, a claim which is currently owned by the FDIC. Consequently, the Government asserts that the Plaintiff-Intervenor’s claims have not been assigned, and the Court agrees that the Act does not bar the current shareholders from lawfully receiving the distribution of the award.

Alternatively, the Plaintiff-Intervenor asserts that § 1821(d)(ll) allows only the owner at the time of the seizure to assert a takings claim. See United States v. Dow, 357 U.S. 17, 20-21, 78 S.Ct. 1039, 2 L.Ed.2d 1109 (1958) (holding that the owners at the time the land was seized are owed compensation, rather than the subsequent purchasers); Maniere v. United States, 31 Fed.Cl. 410, 412-13 (1994) (asserting that a takings claim under the Fifth Amendment requires the plaintiff to show ownership of the property at the time of the taking). This rule, they assert, would preclude the current shareholders from the right to assert the claim or to receive the judgment awarded.

Challenging this argument, the Government clarifies that the claim at issue is under breach of contract theory, and the governing receivership statute is not concerned with the Fifth Amendment or takings claims.

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710 F.3d 1336 (Federal Circuit, 2013)

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Bluebook (online)
102 Fed. Cl. 27, 2011 U.S. Claims LEXIS 2198, 2011 WL 5831137, Counsel Stack Legal Research, https://law.counselstack.com/opinion/slattery-v-united-states-uscfc-2011.