First American Corp. v. Al-Nahyan

• Decision Date: 26 November 1996
• Docket Number: Civil Action No. 93-1309 (JHG).
• Parties: FIRST AMERICAN CORP., et al., Plaintiffs, v. Sheikh Zayed Bin Sultan AL-NAHYAN, et al., Defendants.
• Court: U.S. Court of Appeals — District of Columbia Circuit

948 F.Supp. 1107

FIRST AMERICAN CORP., et al., Plaintiffs, v. Sheikh Zayed Bin Sultan AL-NAHYAN, et al., Defendants.

Civil Action No. 93-1309 (JHG).

United States District Court, District of Columbia.

November 26, 1996.

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Beth Rochelle Heifetz, MaryEllen Powers, Timothy J. Finn, Barbara McDowell, Christopher F. Dugan, David Elliott Miller, Stephen J. Brogan, Jones, Day, Reavis & Pogue, Washington, DC, George J. Moscarino, Jones, Day, Reavis & Pogue, Cleveland, OH, for plaintiffs First American Corp., First American Bankshares, Inc.

John Thomas Szymkowicz, Milton Peden Buffington, Szymkowicz & Buffington, Washington, DC, for defendant Ali Mohammad Shorafa.

Thomas Charles Green, Sidley & Austin, Washington, DC, for defendant Mohammed Bin Rashid Al-Maktoum, Sheikh.

Plato Cacheris, Philip Thomas Inglima, Cacheris & Treanor, Washington, DC, for defendants Kamal Ibrahim Adham, Sheikh Adham Corporation.

Thomas Jay Barrymore, Reichler, Milton & Medel, Washington, DC, for defendant Abdul Raouf Khalil.

William Horace Jeffress, Jr., Herbert John Miller, Jr., Douglas Frank Curtis, Martin David Minsker, David S. Cohen, Miller, Cassidy, Larroca & Lewin, L.L.P., Washington, DC, William B. Shields, Washington, DC, for defendants Clark M. Clifford, Robert Alan Altman.

Vincent Morgan Garvey, U.S. Department of Justice, Civil Division, Washington, DC, Karen Richardson, Federal Bureau of Investigation, Federal Programs Branch, Civil Division, Washington, DC, for movant U.S.

Timothy M. Broas, Anderson, Hibey & Blair, Washington, DC, for movants BCCI Depositors' Protection Association, Adil Elias, Anthony P.J. Scott, Raad Al Zahawi, N.S. Auchi, Jordanian Depositors' Protection Association.

Mark Daniel Hopson, Sidley & Austin, Washington, DC, for cross-defendants Estate of Sheikh Rashid Bin Said Al-Maktoum, Stock Holding Company, Mohammed Bin Rashid Al-Maktoum, Sheikh, Crescent Holding Company.

Charles Eric Talisman, Jean V. MacHarg, Ronald S. Liebman, Patton Boggs, L.L.P., Washington, DC, for defendants, third-party defendants Zayed Bin Sultan Al-Nahyan, Sheikh, Khalifa Bin Zayed Al-Nahyan, Sheikh, Sultan Bin Zayed Al-Nahyan, Sheikh, Ghanim Faris Al-Mazrui, Department of Private Affairs of Sheikh Zayed Bin Sultan Al-Nahyan, Abu Dhabi Investment Authority.

James Joseph Murphy, Bryan Cave, L.L.P., Washington, DC, for third-party defendant Humaid Bin Rashid Al-Nuaimi, Sheikh.

James Joseph Murphy, Bryan Cave, L.L.P., Washington, DC, Charles Eric Talisman Patton Boggs, L.L.P., Washington, DC, for third-party defendants Hamad Bin Mohammed Al-Sharqi, Sheikh, Mashriq Holding Company, S.A.

Sara E. Moss, Robert P. Haney, Jr., P. Benjamin Duke, Howard, Darby & Levin, New York City, for third-party defendant Sayed Jawhary.

MEMORANDUM OPINION AND ORDER

JOYCE HENS GREEN, District Judge.

The central issue in this case involves an allegation that the defendants, as senior officers, managers, agents and nominees for the Bank of Credit and Commerce International ("BCCI"¹), illegally and secretly sought to acquire ownership and maintain control of First American Corporation ("FAC") and First American Bankshares ("FAB"), collectively known as First American. The 282-page, 687-paragraph Complaint charges 30 defendants with violations of the Racketeer Influenced Corrupt Organizations Act ("RICO"), codified at 18 U.S.C. § 1962, common law fraud, breach of fiduciary duty, other tortious conduct, and civil conspiracy.

Presently pending are the following motions: (1) Defendants Clark M. Clifford and Robert A. Altman's Motion for Reconsideration of this Court's August 25, 1995 Memorandum Opinion and Order or, in the Alternative, for Certification Pursuant to 28 U.S.C. § 1292(b) ("C & A's Motion for Reconsideration"); (2) Motion of Abdul Raouf Khalil to Dismiss Crossclaim; (3) Motion of Ali Mohammed Al-Shorafa to Dismiss the Cross-claims Filed by Defendants Clark M. Clifford and Robert A. Altman; (4) Joint Motion of Sheikh Kamala Adham, Sayed Jawhary and Adham Corporation to Dismiss the Third-Party Complaint ("Joint Motion"); (5) Motion of Defendants Estate of Sheikh Rashid Bin Said Al-Maktoum, Sheikh Mohammed Bin Rashid Al-Maktoum, Stock Holding Company, and Crescent Holding Company ("the Dubai Defendants") to Dismiss the Cross-Claims of Defendants/Cross-Claimants Clifford and Altman; (6) Motion of the Abu Dhabi Sovereigns to Dismiss Clifford and Altman's Third Party Complaint in its Entirety or, in the Alternative, to Strike it in the Interests of Justice and Judicial Economy and Request for Oral Hearing; (7) Motion of the Dubai Defendants to Dismiss the Complaint; and (8) Defendants' Motion for Reconsideration of Magistrate Judge Attridge's Order Denying Defendants Clifford and Altman's Motion for a Protective Order.

I. Background

There are two plaintiffs in this case, FAC and FAB. FAC is a Virginia corporation with its principal place of business in Washington, D.C. At all times relevant to the Complaint, FAC was a privately-held bank holding company, see 12 U.S.C. § 1841 et seq., which was wholly owned by Credit and Commerce American Investment, B.V. ("CCAI"), a Netherlands corporation which in turn was wholly owned by Credit and Commerce American Holdings, N.V. ("CCAH"), a Netherlands Antilles corporation. The only substantial asset of both CCAI and CCAH was the stock they held. Similarly, at all relevant times, FAB was a Virginia corporation and a registered bank holding company with its principal place of business in Washington, D.C. FAB, which was wholly owned by FAC, owned several regional banking companies, which owned subsidiary banks in the states of Florida, Georgia, Maryland, New York, Tennessee and Virginia.

The Complaint names 30 defendants:

1. His Highness Sheikh Zayed Bin Sultan Al-Nahyan ("H.H. Sheikh Zayed"), President of the United Arab Emirates ("UAE") and Ruler of the Emirate of Abu Dhabi.² H.H. Sheikh Zayed is also the Chairman of the Supreme Council of Rulers of the UAE, which is the UAE authority responsible for making policy decisions and promulgating and implementing UAE laws;

2. His Highness Sheikh Khalifa Bin Zayed Al-Nahyan ("H.H. Sheikh Khalifa"), the eldest son of Sheikh Zayed and Crown Prince and Deputy Ruler of the Emirate of Abu Dhabi. H.H. Sheikh Khalifa is the designated successor to H.H. Sheikh Zayed as the Ruler of Abu Dhabi. H.H. Sheikh Khalifa was appointed Prime Minister of Abu Dhabi in 1971 and is currently the Chairman of the Abu Dhabi Investment Authority, Chairman of the Supreme Petroleum Council and Deputy Supreme Commander of the UAE Armed Forces;

3. High Highness Sheikh Sultan Bin Zayed Al-Nahyan ("H.H. Sheikh Sultan"), the second eldest son of H.H. Sheikh Zayed and the Deputy Prime Minister of the UAE;

4. His Excellency Ghanim Faris Al-Mazrui ("H.E. Mazrui") the principal financial advisor to the Ruling Family of Abu Dhabi. This defendant is also the Secretary General of the Abu Dhabi Investment Authority, Chairman of the Department of Private Affairs of Sheikh Zayed, Chairman of the "Committee for the Follow-Up and Supervision of Private Investments" ("Investment Committee") and holds various positions in several Abu Dhabi banks, including BCCI Holdings, BCCI Overseas and BCCI S.A.;

5. Department of Private Affairs of Sheikh Zayed Bin Sultan Al-Nahyan ("DPA"), an organization which managed the private affairs of the Ruling Family of Abu Dhabi;

6. Abu Dhabi Investment Authority ("ADIA"), the corporate entity responsible for coordinating the commercial investment policy of Abu Dhabi;

7. Abdullah Darwaish ("Darwaish"), Chairman of the DPA and former Chairman of the Investment Committee, Chairman of the ADIA and UAE Ambassador to Pakistan;

8. Ali Mohammad Shorafa (so named in the Complaint, but in actuality is H.E. Ali Mohammad Al-Shorafa) ("H.E. Al-Shorafa"), the former Grand Chamberlain (Director) of the President's Court of the UAE and Director of Presidential Affairs for the UAE;

9. Sheikh Humaid Bin Rashid Al-Nuaimi ("Sheikh Humaid"), Ruler of the Emirate of Ajman, UAE;

10. Estate of Sheikh Rashid Bin Said Al-Maktoum ("Sheikh Rashid"), the former Ruler of the Emirate of Dubai who died in 1990. Until his death, he served as Vice President and Prime Minister of the UAE and as a member of the Supreme Council of Rulers of the UAE;

11. Stock Holding Company, c/o the Estate of Sheikh Rashid Bin Said Al-Maktoum ("Stock Holding Co."), purportedly the personal holding company of Sheikh Rashid;

12. Sheikh Mohammed Bin Rashid Al-Maktoum ("Sheikh Mohammed"), the third eldest son of Sheikh Rashid, is the current Minister of Defense of the UAE and brother of the current ruler of Dubai;

13. Crescent Holding Co., c/o Sheikh Mohammed Bin Rashid Al-Maktoum, allegedly the personal holding company and alter ego of Sheikh Mohammed;

14. Sheikh Hamad Bin Mohammed Al-Sharqi ("Sheikh Hamad"), Ruler of the Emirate of Fujairah, UAE, and member of the Supreme Council of Rulers of the UAE;

15. Mashriq Holding Company, S.A. ("Mashriq Holding Co."), a Luxembourg company of which Sheikh Hamad is the principal shareholder, and claimed to be the personal holding company of Sheikh Hamad;

16. Sheikh Kamala Ibrahim Adham ("Sheikh Kamala"), a Saudi Arabian businessman and former head of security for the Kingdom of Saudi Arabia;

17. Adham Corporation, purported to be the personal holding company and alter ego of Sheikh Kamala 18. Abdul Raouf Khalil ("Khalil"), a former Executive Administrator to Sheikh Kamala in Saudi Intelligence and one time Minister of Communications and Deputy Chief of Saudi Intelligence. Khalil is currently a business associate of Sheikh Kamala;

19. Sayed Jawhary (El Sayed El Gohari) ("Jawhary"), a business associate of Sheikh Kamala;

20. Faisal Saud Al-Fulaij ("Fulaij"), former Chairman of the Kuwait International Finance Company ("KITCO"), a BCCI affiliate in Kuwait, and director of two ICIC...