Giuliano v. Anchorage Advisors, LLC
| Decision Date | 13 May 2014 |
| Docket Number | No. 3:11–CV–1416–PK.,3:11–CV–1416–PK. |
| Citation | 19 F.Supp.3d 1087 |
| Court | U.S. District Court — District of Oregon |
| Parties | Alfred Thomas GIULIANO, Plaintiff, v. ANCHORAGE ADVISORS, LLC, Anchorage Capital Group, LLC, and Nexgen Aviation Capital, LLC, Defendants. |
C. Dana Hobart, Elisha E. Weiner, Joseph N. Akrotirianakis, Hobart Linzer, LLP, Los Angeles, CA, David A. Bledsoe, Perkins Coie, LLP, Portland, OR, for Plaintiff.
Marc B. Schlesinger, Michael G. Davies, Vedder Price P.C., New York, NY, Thomas V. Dulcich, William J. Ohle, Schwabe Williamson & Wyatt, PC, Portland, OR, for Defendants.
Former plaintiffs Evergreen International Airlines, Inc., and Evergreen International Aviation, Inc. (collectively, “Evergreen”), filed this action against defendants Anchorage Advisors, LLC, Anchorage Capital Group, LLC, and Nexgen Aviation Capital, LLC, on November 22, 2011. Evergreen amended its complaint effective August 1, 2013. Effective April 9, 2014, following Evergreen's Chapter 7 bankruptcy, Alfred Thomas Giuliano (the “trustee”) was substituted into this action as plaintiff in Evergreen's stead. By and through Evergreen's amended complaint, the trustee alleges defendants' liability for: (i) intentional interference with business relations, (ii) breach of fiduciary duty, and (iii) civil conspiracy. This court has subject-matter jurisdiction over the trustee's claims based on the complete diversity of the parties and the amount in controversy.
Now before the court are defendants' motion (# 120) for summary judgment as to all three of Evergreen's claims, the trustee's motion (# 123) for partial summary judgment as to Evergreen's claim for breach of fiduciary duty only, and the trustees' motion (# 155) to strike certain evidence upon which defendants rely in support of their motion for summary judgment. I have considered the motions, oral argument on behalf of the parties, and all of the pleadings and papers on file. For the reasons set forth below, the trustee's motion (# 155) to strike is denied as discussed below, the trustee's motion (# 123) for partial summary judgment is denied, and defendants' motion (# 120) for summary judgment is granted.
Summary judgment is appropriate “if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(a). A party taking the position that a material fact either “cannot be or is genuinely disputed” must support that position either by citation to specific evidence of record “including depositions, documents, electronically stored information, affidavits or declarations, stipulations (including those made for purposes of the motion only), admissions, interrogatory answers, or other materials,” by showing that the evidence of record does not establish either the presence or absence of such a dispute, or by showing that an opposing party is unable to produce sufficient admissible evidence to establish the presence or absence of such a dispute. Fed.R.Civ.P. 56(c). The substantive law governing a claim or defense determines whether a fact is material. See Moreland v. Las Vegas Metro. Police Dep't, 159 F.3d 365, 369 (9th Cir.1998).
Summary judgment is not proper if material factual issues exist for trial. See, e.g., Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986) ; Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986) ; Warren v. City of Carlsbad, 58 F.3d 439, 441 (9th Cir.1995), cert. denied, 516 U.S. 1171, 116 S.Ct. 1261, 134 L.Ed.2d 209 (1996). In evaluating a motion for summary judgment, the district courts of the United States must draw all reasonable inferences in favor of the nonmoving party, and may neither make credibility determinations nor perform any weighing of the evidence. See, e.g., Lytle v. Household Mfg., Inc., 494 U.S. 545, 554–55, 110 S.Ct. 1331, 108 L.Ed.2d 504 (1990) ; Reeves v. Sanderson Plumbing Products, Inc., 530 U.S. 133, 150, 120 S.Ct. 2097, 147 L.Ed.2d 105 (2000).
On cross-motions for summary judgment, the court must consider each motion separately to determine whether either party has met its burden with the facts construed in the light most favorable to the other. See Fed.R.Civ.P. 56 ; see also, e.g., Fair Hous. Council v. Riverside Two, 249 F.3d 1132, 1136 (9th Cir.2001). A court may not grant summary judgment where the court finds unresolved issues of material fact, even where the parties allege the absence of any material disputed facts. See id.
Federal Civil Procedure Rule 12 provides that the district courts “may strike from a pleading an insufficient defense or any redundant, immaterial, impertinent, or scandalous matter” on their own initiative or pursuant to a party's motion. Fed.R.Civ.P. 12(f). The disposition of a motion to strike is within the discretion of the district court. See Federal Sav. & Loan Ins. Corp. v. Gemini Management, 921 F.2d 241, 244 (9th Cir.1990). Motions to strike are disfavored and infrequently granted. See Stabilisierungsfonds Fur Wein v. Kaiser, Stuhl Wine Distribs. Pty., Ltd., 647 F.2d 200, 201, 201 n. 1 (D.C.Cir.1981) ; Pease & Curren Refining, Inc. v. Spectrolab, Inc., 744 F.Supp. 945, 947 (C.D.Cal.1990), abrogated on other grounds by Stanton Road Associates v. Lohrey Enters., 984 F.2d 1015 (9th Cir.1993).
It is well established that the district courts enjoy an inherent power to manage and control their own dockets. See, e.g., Landis v. N. Am. Co., 299 U.S. 248, 254, 57 S.Ct. 163, 81 L.Ed. 153 (1936) (). It is clear that this inherent power includes the authority to sanction procedural impropriety in an appropriate manner. See, e.g., Chambers v. NASCO, Inc., 501 U.S. 32, 44–45, 111 S.Ct. 2123, 115 L.Ed.2d 27 (1991) (); Atchison, T. & S.F. Ry. v. Hercules Inc., 146 F.3d 1071, 1074 (9th Cir.1998) () (citations, internal quotation marks omitted); see also Lamos v. Astrue, 275 Fed.Appx. 617 (9th Cir.2008) (unpublished disposition) (); Centillium Communs., Inc. v. Atl. Mut. Ins. Co., 2008 WL 728639, 2008 U.S. Dist. LEXIS 20719 (N.D.Cal.2008) ().
Former plaintiffs Evergreen International Airlines, Inc. (“Evergreen Airlines”), and Evergreen International Aviation, Inc. (“Evergreen Aviation”), are each Oregon corporations which at all material times maintained their principal places of business in McMinnville, Oregon. Prior to the former plaintiffs' voluntary Chapter 7 bankruptcy of December 31, 2013, Evergreen Airlines was a cargo airline that operated contract freight services and offered chartered and scheduled flights and so-called “wet lease” services, and Evergreen Aviation was an aviation services company primarily providing commercial and forestry helicopter services. Since not later than December 31, 2013, both Evergreen Airlines and Evergreen Aviation have ceased all business operations.
Each former plaintiff was at all material times a privately owned company the majority of the shares of which were held by their founder, Delford Smith, and the remainder of the shares of which were held by a member of Smith's immediate family. Prior to cessation of the plaintiff entities' operations, Smith exercised control over each company's day-to-day operations, with authority to appoint members of each company's board of directors, to hire and fire employees, and to make final decisions regarding the financing and acquisition of aircraft.
Defendant Anchorage Advisors, LLC, was a Delaware limited liability company with its principal place of business in New York, New York. Defendant Anchorage Capital Group, LLC (collectively with Anchorage Advisors, LLC, “Anchorage”), the successor-in-interest to Anchorage Advisors, LLC, is likewise a Delaware limited liability company with its principal place of business in New York, New York. Defendant NexGen Aviation Capital, LLC, is a Delaware limited liability company with its principal place of business in Bedford, New York. The defendants are investment firms specializing non-exclusively in the aviation industry.
In or around August 2006, third party Avion Aircraft Trading HF (an Icelandic company headquartered in Iceland; hereinafter, “Avion”) entered into three separate agreements with third party Société Air France (a French company headquartered in France; hereinafter, “Air France”), each for the purchase of a 747–400 airplane (collectively, the “aircraft”) by Avion from Air France. Collectively, the three Avion/Air France agreements provided that Avion would purchase the first of the three aircraft from Air France on October 31, 2009, the second on October 31, 2010, and the third on November 30, 2010. The Avion/Air France agreements further provided that Avion would pay a deposit of $4 million toward the purchase of each one of the three aircraft. Accordingly, Avion paid Air France a total deposit of $12 million in or around August 2006 toward the purchase of the three aircraft.
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