Angelopoulos v. Theodore P. Angelopoulos, Neptunia Inc.

• Decision Date: 29 October 2013
• Docket Number: No. 64A04–1211–PL–594.,64A04–1211–PL–594.
• Citation: 2 N.E.3d 688
• Parties: Constantinos P. ANGELOPOULOS, Appellant–Plaintiff, v. Theodore P. ANGELOPOULOS, Neptunia Incorporated, Transmar Corporation, Didiac Establishment, Beta Steel Corporation, and Top Gun Investment Corporation, II, Appellees–Defendants.
• Court: Indiana Appellate Court

2 N.E.3d 688

Constantinos P. ANGELOPOULOS, Appellant–Plaintiff,

v.Theodore P. ANGELOPOULOS, Neptunia Incorporated, Transmar Corporation, Didiac Establishment, Beta Steel Corporation, and Top Gun Investment Corporation, II, Appellees–Defendants.

No. 64A04–1211–PL–594.

Court of Appeals of Indiana.

Oct. 29, 2013.

Brian W. Welch, Karl L. Mulvaney, Rafael A. Sanchez, Bingham, Greenbaum, Doll, LLP, Indianapolis, IN, Attorneys for Appellant.

Brian E. Casey, D. Michael Anderson, Barnes & Thornburg, LLP, South Bend, IN, Abigail A. Clapp, Greenberg, Traurig, LLP, Chicago, IL, Jeffery R. Mann, Greenberg, Traurig, LLP, New York, NY, Attorneys for Appellees Beta Steel Corporation and Top Gun Investment Corp., II.

Jon Laramore, David K. Herzog, Anne K. Ricchiuto, Faegre, Baker, Daniels, LLP, Indianapolis, IN, Larry G. Evans, Hoeppner, Wagner & Evans, LLP, Merrillville, IN, Attorneys for Appellees Theodore P. Angelopoulos, Neptunia Incorporated, Transmar Corporation, and Didiac Establishment.

OPINION

MATHIAS, Judge.

Constantinos P. Angelopoulos (“Constantinos”) appeals the orders of the Porter Superior Court dismissing his claims against Theodore P. Angelopoulos (“Theodore”), Neptunia Inc. (“Neptunia”), Transmar Corp. (“Transmar”), Didiac Establishment (“Didiac”), Beta Steel Corp. (“Beta Steel”), and Top Gun Investments Corp. II (“Top Gun”). All of Constantinos's claims are based on his allegation that he is entitled to a portion of the shares of Beta Steel as an heir under his late father's estate, which was administered in Greece. The trial court concluded that this issue had been decided against Constantinos in prior litigation in the Greek court system and dismissed Constantinos's claims. Constantinos appeals and presents several issues, which we restate as:

I. Whether the trial court erred in concluding that Constantinos's claims were precluded by previously-entered judgments in the courts of Greece, and

II. Whether the trial court erred by concluding that certain materials obtained by Constantinos during discovery and filed in court should remain confidential.

Concluding that the prior rulings of the Greek courts have conclusively established that Theodore is the sole owner of Beta Steel, we affirm the trial court's order dismissing Constantinos's claims. We also conclude, however, that the trial court erred in declaring that the materials filed in court should automatically remain confidential, and we accordingly reverse the trial court's order on this issue and remand for further proceedings on the issue of confidentiality and public access.

Facts and Procedural History

Both Constantinos and Theodore are the sons of Panayiotis Angelopoulos, ¹ and both are Greek citizens who live in Greece. Panayiotis and his brothers, John and Demetrios, were Greek citizens who founded several companies that owned the assets of the brothers' combined business activities. John Angelopoulos died in 1974, and Demetrios Angelopoulos was murdered in 1986, leaving Panayiotis as the sole owner of the family's business assets. Panayiotis died intestate in 2001, leaving a substantial estate. Pursuant to Greek intestacy laws, Panayiotis's widow was entitled to two-eighths of the estate, and his two sons, Constantinos and Theodore, were each entitled to three-eighths of the estate.

At issue in the present case is the company Beta Steel, which Panayiotis founded in 1989. Beta Steel's main facility is in Portage, Indiana. Beta Steel was owned by three companies: Neptunia, a Liberian corporation; Transmar, also a Liberian corporation; and Didiac, a Liechtenstein-based foundation. The parties refer to these three companies as “the Offshore Entities.” Simply put, Constantinos claims that these companies, including Beta Steel, were part of his father's estate. Theodore claims that his father transferred ownership of Beta Steel to him by way of an inter vivos gift.

In 1999, prior to Panayiotis's death, Constantinos filed suit in Greece claiming that he, Theodore, and his father were in a “community of interests” and that he was entitled to one-third of the assets of this partnership, which included the Offshore Entities and therefore, Beta Steel. This suit was settled by the parties and Constantinos agreed to waive his claims against Theodore. However, Constantinos again filed suit seeking to claim one-third interest in his father's companies. While this case was pending, Panayiotis died. After his father's death, Constantinos again settled his claim and waived his right to future claims in exchange for considerable consideration.

Undeterred by his two settlements and their accompanying waivers, Constantinos filed three new suits in Greece, claiming that his earlier waivers were invalid. In these cases, Constantinos claimed that he had a one-third ownership interest in Beta Steel under the same theory he had pleaded earlier, and also that he had a three-eights interest under Greek intestacy laws. Constantinos's claims were tried to the Athens Multi-member Court of First Instance. On March 20, 2006, the Athens Court found in favor of Theodore, dismissed Constantinos's claims, and ordered Constantinos to pay damages to Theodore and his wife for defamation. Constantinos appealed this judgment to the Greek Court of Appeals, which affirmed the dismissal and damages award on June 14, 2007. Constantinos then appealed to the Greek Supreme Court, which also affirmed the dismissal on July 8, 2008. Specifically, the Greek Supreme Court affirmed the Court of Appeals' rejection of both Constantinos's claim regarding the partnership and his claim based on inheritance under Greek intestacy law.

Constantinos then brought a criminal action against Theodore, claiming that Theodore had “grabbed” certain assets, including Beta Steel. Appellant's App. p. 1405. Constantinos also brought a civil action against Theodore in conjunction with this criminal case. The Greek prosecutors, however, declined to pursue the criminal case, which was terminated by the Athens First Instance Criminal Board. Constantinos appealed this termination to the Athens Appeals Board, which issued a lengthy decision affirming the lower decision, concluding that “while Panayiotis Angelopoulos was alive, he had ceded (before 1989) to his son [Theodore] the shares of the companies “BETA STEEL” and “ALPHA STEEL.” Appellant's App. p. 1405.

Meanwhile, in September 2008, Constantinos filed an inheritance action, which he now refers to as an “accounting action,” in the Athens Multi–Member Court of First Instance. Here again, Constantinos claimed that Beta Steel was an asset of his father's estate to which he was entitled to a three-eights share under Greek intestacy law. On April 11, 2009, the court rejected Constantinos's claims, specifically finding credible the testimony that “[Panayiotis] granted—while alive—to the claimant [Constantinos] the steel works in Switzerland (Ferrowohlen) and to the defendant [Theodore] the other two steel works plants of the group and more specifically the shares of the companies—shareholders Beta Steel Corp. (USA) and Alpha Steel Ltd. (England).” Id. at 384. The court also stated that “the lawsuit is rejected as substantially unfounded.” Id. at 387.

The Greek Court of Appeals affirmed this decision on September 9, 2011. In so doing, the Greek Court of Appeals specifically noted that the lower court “deemed that the legal action was specific and legitimate (except the claim for the acknowledgement of the share of the plaintiff in the estate of his father in Greece, which claim it deemed to be unacceptable due to lack of legal interest) and rejected said action, although it deemed it to be legal, as unfounded on its merits.” Id. at 1828. The Court of Appeals also wrote:

It was further proven [at the lower court] that the father of the litigants, Panagiotis Angelopoulos, for the time that he was alive, had transferred, as gifts, most of his assets to his children (the litigants) and had assigned to them managerial duties in various enterprises of his, however, without ever establishing with them a silent company, as the plaintiff alleges, and making them his partners with the same share (1/3 each) in the enterprises and his overall property. Among other things, the plaintiff became the exclusive owner of the capital stock of the Steel Mill that is based in Zurich Switzerland, and with [the] company name “FERROWOHLEN”, five (5) commercial ships and the legal entity (ESTABLISH MGMT) with the name “CASSIDRA”, and the defendant became the exclusive owner of the Steel Mill with the name “BETA” which is based in the U.S.A. and the Steel Mill “ALPHA STEEL” which is based in England.

Id. at 1838–39. The court affirmed the lower court's rejection of Constantinos's claims “on their merits.” Id. at 1839.²

In October 2008, the “Offshore Entities” (Neptunia, Transmar, and Didiac), which were owned by Theodore, sold the shares of Beta Steel to Top Gun, which is a Delaware Corporation owned by OJSC Novolipetsk Steel, a Russian corporation headquartered in Moscow. Top Gun purchased Beta Steel from the Offshore Entities for $350,000,000.

On November 3, 2008, shortly after filing the inheritance action in the Greek courts, Constantinos filed a complaint against Theodore, Beta Steel, and the Offshore Entities in Porter Superior Court, initiating the instant case.

Again, Constantinos claimed that he had a three-eighths interest in Beta Steel under Greek inheritance laws; he also sought a prejudgment attachment of three-eighths of the shares of Beta Steel and sought orders from the trial court directing Beta Steel “to not transfer 3/8ths of the issued and outstanding shares of its stock on the books and records pending the further order” and requiring the defendants to deposit with the trial court clerk a check equal to the monetary value of Constantinos's alleged three-eighths interest of Beta Steel.³ Lastly, Constantinos's complaint alleged that, in the event that the shares of...