Scottish Air Intern., Inc. v. British Caledonian Group, PLC
| Decision Date | 23 September 1991 |
| Docket Number | No. 1375,D,1375 |
| Citation | 945 F.2d 53 |
| Parties | SCOTTISH AIR INTERNATIONAL, INCORPORATED; Murray Vidockler, Plaintiffs-Appellants, v. BRITISH CALEDONIAN GROUP, PLC; Adam Thomson; Dennis H. Walter; R. Marshall Gibson, Defendants-Appellees. ocket 91-7015. |
| Court | U.S. Court of Appeals — Second Circuit |
Robert M. Beckman, Washington, D.C. (David M. Kirstein, Beckman & Kirstein, Washington, D.C., Charles A. Stillman, Stillman, Friedman & Shaw, P.C., New York City, of counsel), for plaintiffs-appellants.
Robert Zicklin, New York City (Laventhall & Zicklin, of counsel), for defendants-appellees.
Before CARDAMONE, PIERCE and FRIEDMAN, * Circuit Judges.
Plaintiffs-appellants Scottish Air International, Inc. ("SAI"), a New York corporation, and Murray Vidockler, its majority stockholder, (collectively "plaintiffs") appeal from a judgment entered in the United States District Court for the Southern District of New York (David N. Edelstein, Judge), dismissing their diversity suit against defendants-appellees British Caledonian Group, PLC, ("BCG"), Adam Thomson, Dennis H. Walter and R. Marshall Gibson (collectively "defendants").
The relevant background concerning this appeal is discussed in prior published opinions, see Scottish Air Int'l v. British Caledonian Group, PLC, 860 F.2d 57 (2d Cir.1988), on remand, 751 F.Supp. 1129 (S.D.N.Y.1990); familiarity with those opinions is presumed. Here, we recite only so much as is relevant to the determination of this appeal.
In 1961, SAI provided investment capital to Caledonian Airways (Prestwick) Ltd. ("CAP"), which is now known as Cal Air International Ltd., and became the sole United States shareholder of CAP. In 1965, SAI filed a shareholders' derivative suit, in the Southern District of New York, against CAP and the individual defendants in this suit, who then were directors of both CAP and BCG. In 1966, a settlement agreement was approved by Judge Dudley Bonsal and the suit was dismissed. The settlement agreement provided, inter alia, that CAP would appoint an individual nominated by SAI to CAP's board. Vidockler was the individual designated by SAI to serve on CAP's board. Between 1966 and 1985, Vidockler was consistently elected to the board of directors of both CAP and BCG.
In 1985, Vidockler was not re-elected to the board of BCG by its shareholders. SAI and Vidockler then brought this diversity suit in the Southern District of New York. In their complaint, SAI and Vidockler alleged that SAI had a right to place Vidockler or another SAI representative on the BCG board. According to the plaintiffs, this right stemmed from the 1966 settlement agreement and other later agreements between the parties. The suit sought, inter alia, 1) a declaration that the defendants were in contempt of Judge Bonsal's 1966 court order, which approved the settlement agreement therein, and 2) money damages for breach of contract.
On April 15, 1988, the district court acting on the defendants' motion, dismissed the suit on grounds of forum non conveniens, subject to the defendants' agreement to continue the litigation in the United Kingdom. On October 31, 1988, we reversed the district court's judgment and remanded for consideration of SAI's and Vidockler's contempt and damages claims. Scottish Air Int'l, 860 F.2d at 60. Following the remand, plaintiffs moved to add British Airways ("BA") as a necessary party and to amend and supplement their complaint to state claims against BA.
In an amended opinion dated December 4, 1990, the district court denied plaintiffs' motions; it dismissed the plaintiffs' contempt claim pursuant to its own summary determination in favor of the defendants; and it dismissed the remaining claims in the complaint under the doctrine of forum non conveniens subject to defendants' agreement to...
To continue reading
Request your trial
-
McLaughlin v. State of NY
...is a review of the facts which are relevant to consideration of the motions now before the court. See Scottish Air Int'l v. British Caledonian Group, PLC, 945 F.2d 53, 54 (2d Cir.1991). 2 There are two separate types of sexual harassment at issue here: (1) "hostile work environment," and (2......
-
Fitzgerald v. Henderson
...sponte dismissal is appropriate where plaintiff does not advance a cognizable or colorable claim); Scottish Air Int'l, Inc. v. British Caledonian Group, PLC, 945 F.2d 53, 54 (2d Cir.1991) (sua sponte dismissal improper where defendant did not move for summary judgment and plaintiff did not ......
-
B.F. Goodrich v. Betkoski
...a policy of adhering closely to the ten day notice period specified by Rule 56(c). See Scottish Air Int'l, Inc. v. British Caledonian Group, PLC, 945 F.2d 53, 55 (2d Cir.1991) (per curiam). Notice furthers two important interests. First, it gives the losing party an opportunity to develop t......
-
Amex Assur. Co. v. Caripides
...court has afforded all parties ten days notice and an opportunity to oppose the proposed order. See Scottish Air Intern., Inc. v. British Caledonian Group, PLC, 945 F.2d 53 (2d Cir.1991). 4. "It is well settled that where both the insured and the beneficiary die as a result of a common disa......