Triem v. Kake Tribal Corp.
| Decision Date | 08 July 2022 |
| Docket Number | Supreme Court Nos. S-17767/S-17846 (consolidated) |
| Citation | 513 P.3d 994 |
| Parties | Fred W. TRIEM, Appellant, v. KAKE TRIBAL CORPORATION, Arlene Hanson, et al., Appellees. Clifford W. Tagaban, Appellant, v. Kake Tribal Corporation, Lorraine Jackson, et al., Appellees. |
| Court | Alaska Supreme Court |
Clifford Tagaban and his counsel Fred Triem challenge the release of debt that Kake Tribal Corporation (KTC) owes to two classes of shareholders. We previously set forth many of the underlying facts in Hanson v. Kake Tribal Corporation .1 In the early 1990s the Hanson class, represented by Triem, sued KTC alleging that a benefit distribution plan unfairly discriminated among shareholders. Tagaban served as a class representative for the Hanson class. After we affirmed KTC's liability to the class,2 the superior court awarded the class total damages of $2,697,547.10 and costs of $8,056.49. The court also awarded Triem attorney's fees, granting him one-third of the common fund recovered by the class.
During the Hanson class proceedings, Triem filed another class action on behalf of Tagaban and a different set of shareholders who would become the Martin class. When Triem filed a motion for class certification on behalf of Tagaban, another putative class member, Harold Martin, moved to intervene. Martin argued that Tagaban and Triem were an improper class representative and counsel respectively, explaining that the motion for class certification excluded shareholders who participated in Hanson and that Tagaban was a member of and named plaintiff for the Hanson class. Triem was at no time appointed as class counsel. The trial court allowed Martin to intervene and approved a class for the purposes of settlement, which had already been negotiated. The settlement identified Budd Simpson as class counsel. The stipulation of settlement defined a class member as "any Shareholder who owns shares of KTC stock that are not included as Hanson shares." The settlement eventually incorporated a list of class members, which did not include Tagaban. The settlement required payments to the class at a rate of $98 per share, attorney's fees, and costs.
In 2001 KTC filed a reorganization plan in the United States Bankruptcy Court, District of Alaska under Chapter 11 of the United States Code. The reorganization plan addressed both the Hanson class and Martin class debts. The Bankruptcy Court confirmed the reorganization plan in 2002. In 2017 Triem and Tagaban were replaced as class counsel and representative for the Hanson class.
In recent years both classes internally voted to relieve KTC of its outstanding debt to the classes. In August 2019 Triem moved on behalf of Tagaban to enforce the Hanson judgment. In November 2019 the Hanson class moved for the court to approve the class's forgiveness of KTC's debt. In a pair of orders issued on the same day, the superior court approved the Hanson class's vote to forgive the debt, framing it as a motion for relief under Alaska Civil Rule 60(b), and denied Triem's motion to enforce the original judgment.
The Martin class voted both to forgive KTC's debt and to replace the deceased class representative. Following the votes the Martin class moved for court approval of a new class representative and to relieve KTC of its debt to the class. After soliciting and receiving additional information about the new proposed representative, the superior court granted the motion for replacement of the class representative and affirmed the vote to release the debt, again framing it as a Rule 60(b) motion.
Triem and Tagaban appeal the superior court's orders relieving KTC from the judgments in both actions and the court's denial of the motion to enforce the Hanson judgment. This order serves to dispense with several arguments raised in this appeal and invites further briefing on substantive issues yet to be decided. First, we dismiss the appeal of the Martin class proceedings for lack of standing. Second, we hold that the superior court had jurisdiction to consider and decide the Hanson class litigation currently at issue. Third, we hold that Triem does not have standing and is not a real party in interest with the authority to prosecute the Hanson class appeal. Fourth, we decline to consider Triem's argument that the superior court improperly sanctioned him because the order imposing sanctions is not before the court in this appeal. Finally, we hold that the superior court's orders did not constitute judicial takings or improper impairments of contract.
KTC and the Martin class argue that Tagaban and Triem lack standing in the Martin class appeal and that it should therefore be dismissed. We agree. To establish interest-injury standing, a party "must have an interest adversely affected" and "a ‘sufficient personal stake in the controversy to guarantee adversity.’ "3 Because Tagaban has not identified any personal adverse impact from the Martin class orders, he fails to satisfy the adversity requirement and therefore does not have standing.4 The proposed Martin class, as originally submitted by Triem to the superior court, excluded shareholders "enrolled or participating in the class action case of Hanson ." Because Tagaban is a Hanson class member, he does not qualify under this definition to be a member of the Martin class. The Martin class settlement eventually incorporated a list of shareholders that does not include Tagaban. Tagaban cannot allege injury on behalf of a group of class members if he himself has not suffered an injury.5 Similarly, Triem has not identified any personal adverse impact from the Martin decision, nor did he ever serve as class counsel. Therefore, Triem has not individually satisfied the interest-injury requirement for standing.6 We thus dismiss the Martin class appeal and address only the remainder of Triem and Tagaban's claims as they relate to the Hanson class action.
Triem and Tagaban contend that the Bankruptcy Court retained exclusive jurisdiction over the Hanson class action after it confirmed KTC's Chapter 11 reorganization plan, and that the superior court thus lacked jurisdiction to provide relief from judgment. As the superior court noted, however, the Bankruptcy Court did not explicitly retain exclusive jurisdiction when it approved the reorganization plan,7 and the issues before us do not otherwise fall under the federal courts’ exclusive jurisdiction.8 Therefore, the superior court has jurisdiction.9 KTC urges us to conclude that the Bankruptcy Court no longer retains jurisdiction over this case. Doing so is unnecessary to resolve the jurisdiction question, as the superior court had at least concurrent jurisdiction to provide relief from judgment.10
KTC argues that Triem lacks standing and does not have the authority to prosecute the Hanson class appeal. Because Triem has not identified any individual adverse impacts stemming from the superior court's orders, we agree that Triem lacks standing.11 In general, an attorney is not a party with the authority to appeal on the attorney's own behalf.12 Triem has not set forth any convincing reason this case should be an exception to that rule, particularly given that the attorney's fee award in this case is not under attack.13
It appears Triem also seeks to appeal a superior court order sanctioning him pursuant to Alaska Civil Rule 77(j), but this issue is not properly before us and we decline to address it. Triem previously appealed the same order, and we ultimately dismissed that appeal for want of prosecution.14 Under Alaska Appellate Rule 511.5, once an appeal has been dismissed for want of prosecution, the appellant may not remedy the default absent an order by this court to reinstate the appeal.15 No such order has been issued here.
Triem and Tagaban further argue, for the first time on appeal, that granting relief from judgment violates the Takings and Contracts Clauses of the U.S. Constitution.16 We generally "will not consider an issue raised for the first time on appeal" unless the issue amounts to plain error or, among other criteria, "could have been gleaned from the pleadings."17 Triem and Tagaban fail to cite any controlling authority for their claim that relieving the parties from judgment constitutes a judicial taking,18 and we can discern no viable theory supporting their argument. The Contracts Clause argument is similarly without merit; the U.S. Supreme Court has expressly rejected the notion that state courts’ rulings on contracts would implicate the Contracts Clause.19 We decline to further consider these belated arguments.
The issue remaining before us is whether and to what extent Tagaban, a Hanson class member, is a real party in interest with standing and authority to challenge the superior court's order relieving KTC from its debt to the Hanson class. In considering this issue, we contemplate the related question of what opportunity Tagaban and other individual class members had or should have had to object to the agreement by most class members to release KTC's debt and to the process underlying that agreement. It strikes us that the class's decision to release KTC from the debt may best be considered a settlement agreement pursuant to Alaska Civil Rule 23. Rule 23(e) requires "notice of the proposed dismissal or compromise" to all members of the class and "approval of the court" before a class action is dismissed or compromised. Because the parties did not discuss Rule 23 in their briefing or arguments, we invite supplemental briefing on whether Rule 23(d)-(e) applies and whether its requirements have been satisfied. This briefing may include further discussion of whether Tagaban is a real party in interest with the authority to pursue the appeal as to the Hanson class proceedings.
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...Class "decision to release [Kake Tribal] from the debt may be best considered a settlement agreement pursuant to Alaska Civil Rule 23." Id. at 998.[16] As such, Alaska Supreme Court directed the parties to file supplemental briefs related to whether Alaska Civil Rule 23(d)-(e) was applicabl......