United States v. Pena

731 F.2d 8, 235 U.S. App. D.C. 161, 1984 U.S. App. LEXIS 24255
CourtCourt of Appeals for the D.C. Circuit
DecidedMarch 23, 1984
DocketNos. 83-1599, 83-1600
StatusPublished
Cited by7 cases

This text of 731 F.2d 8 (United States v. Pena) 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
United States v. Pena, 731 F.2d 8, 235 U.S. App. D.C. 161, 1984 U.S. App. LEXIS 24255 (D.C. Cir. 1984).

Opinion

Opinion for the Court filed by Circuit Judge MIKVA.

MIKVA, Circuit Judge:

This case involves an inter sese dispute between the present and former shareholders of a closely held corporation as to which of them is personally liable to the Small Business Administration (SBA) for the corporation’s default on a loan. We hold that the dispute must be resolved by reference to District of Columbia law and that, because the parties have not provided any guidance as to what that law might be and the district court did not apply District law, the ease must be remanded.

Facts

Practa, Inc. was a District of Columbia corporation formed in 1969 to own and manage a gourmet grocery store named “What in the World.” In 1974, the corpo[163]*163ration entered into loan negotiations with The National Bank of Washington, which culminated with the Bank extending Practa credit up to $50,000. The loan was guaranteed by the SBA. In November 1974, Practa secured a $20,000 disbursement on the loan. At the time of this disbursement, appellee Pena and his wife owned 45% of the corporation’s stock, appellee Callahan and his wife owned 10%, and appellant Trotter owned 45%. The SBA required all of these stockholders to execute personal guarantees in favor of the SBA on the loan.

In January 1975, the corporation changed hands, with appellant Eghinis, an employed, purchasing the Pena and Callahan shares. The parties agree that, at the time of the stock purchase, nothing was said about the personal loan guarantees of Pena and Callahan, nor was any express assignment of that liability to Eghinis entered into when the shares were transferred. From January 1975 on, Eghinis and Trotter were the exclusive owners and managers of Practa’s grocery business, while Pena and Callahan ceased to have any financial interest, apart from their personal guarantee of the SBA loan, in the corporation. At the request of Eghinis and Trotter, the rest of the loan, totalling $30,000, was distributed to Practa in four separate payments during 1975 and 1976.

There is no dispute that the loan money was applied to legitimate business needs. Nonetheless, by 1978 the corporation was in financial extremis, and in September of that year the corporation defaulted on its loan to the Bank. Shortly after, the corporation was liquidated, with a principal of $15,845 remaining owing to the Bank. After purchasing its guaranteed portion of the loan from the Bank, the SBA, seeking to recover on the shareholders’ personal guarantees of the loan, sued Pena, Callahan, and Trotter in the United States District Court for the District of Columbia.

Pena and Callahan then cross-claimed against Trotter and filed a third-party complaint against Eghinis in an effort to have Trotter and Eghinis indemnify them for any liability they were found to have to the SBA. The trial court, per Judge Johnson, granted summary judgment for the SBA against the loan guarantors on January 18, 1982, and, following further extensive discovery between the parties, then held that Trotter and Eghinis were required to indemnify Pena and Callahan for the judgment that the SBA had received against the latter. From this decision, Trotter and Eghinis now appeal.

Discussion

There is no dispute over the judgment in favor of the SBA. The argument on appeal instead centers on the trial court’s decision to require the present stockholders to indemnify the former ones for the liability which the latter were found to have to the SBA. The trial court’s decision to do so was based on two principles: first, that an implied promise to indemnify runs from every principal to its sureties, and thus that the corporation was liable to Pena and Callahan for their personal guarantee of the loan; second, that the corporate veil of Practa should be pierced so that Trotter and Eghinis would be liable for the corporation’s implied promise to indemnify Pena and Callahan. In support of this second principle, the court drew on four cases to find that the corporate fiction of Practa, Inc. should be disregarded.

We are of the opinion, however, that none of the decisions upon which the district court relied is controlling in the context of this case. The proper resolution of this litigation hinges on the absence of any federal interest of any sort in this particular inter sese shareholder dispute over who is ultimately liable for the corporation’s loan default. The SBA’s recovery on the personal guarantees of Pena, Callahan, and Trotter satisfied the only federal interest in the entire case. Put another way, no federal law gave or denied Pena and Callahan the right to be indemnified by Trotter and Eghinis; the existence and contours of such a right were to be defined solely by reference to local law.

The same point can be elucidated by considering the jurisdictional bases upon which [164]*164the various claims in this case were brought into federal court. Jurisdiction for the SBA’s action against the loan guarantors rested on 28 U.S.C. § 1345 (1976), which applies to suits in which the United States is a plaintiff; when the United States sues, federal interests are sufficiently implicated that federal law, including federal common law, may be invoked to define the rights and liabilities of the parties. See, e.g., Clearfield Trust Co. v. United States, 318 U.S. 363, 63 S.Ct. 573, 87 L.Ed. 838 (1943). In contrast, Pena’s and Callahan’s cross-claim against Trotter and third-party claim against Eghinis were dependent upon the outcome of the federal claim, but were not based on any federal right.

Callahan’s claim was in federal court only because it was ancillary to the federal action of the SBA. Ancillary jurisdiction generally refers to the exercise of federal jurisdiction over state law claims between non-diverse parties, when those claims are brought into federal court by a defendant or an intervenor in an action already properly within a federal court’s jurisdiction. See generally Matasar, Rediscovering “One Constitutional Case”: Procedural Rules and the Rejection of the Gibbs Test for Supplemental Jurisdiction, 71 Calif.L.Rev. 1401, 1401 n. 1 (1983). The rationale which allows federal courts to exercise jurisdiction over such state-law claims is that a sufficiently close nexus exists between those claims and the federal claim properly before the court that effective vindication of the latter requires allowing a party to bring the state and federal claims in one suit. See United Mine Workers v. Gibbs, 383 U.S. 715, 86 S.Ct. 1130, 16 L.Ed.2d 218 (1966). While the exercise of ancillary jurisdiction to bring new parties into a case has been questioned, see Aldinger v. Howard, 427 U.S. 1, 96 S.Ct. 2413, 49 L.Ed.2d 276 (1976), the Supreme Court appears to have endorsed the particular type of ancillary jurisdiction invoked in this ease. See Owen Equipment & Erection Co. v. Kroger, 437 U.S. 365, 376, 98 S.Ct. 2396, 2403, 57 L.Ed.2d 274 (1978) (treating impleader of third-party defendant as example of appropriate use of ancillary jurisdiction).

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Bluebook (online)
731 F.2d 8, 235 U.S. App. D.C. 161, 1984 U.S. App. LEXIS 24255, Counsel Stack Legal Research, https://law.counselstack.com/opinion/united-states-v-pena-cadc-1984.