Bridgepoint Ventures, LLC v. Panam Management Group, Inc. ( 2012 )

[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________ FILED
U.S. COURT OF APPEALS
No. 11-10021 ELEVENTH CIRCUIT
Non-Argument Calendar MARCH 2, 2012
________________________ JOHN LEY
CLERK
D.C. Docket No. 0:10-mc-60330-AJ
BRIDGEPOINT VENTURES, LLC,
ASCENT ACQUISITIONS, LLC,
llllllllllllllllllllllllllllllllllllllll Plaintiffs-Appellees,
versus
PANAM MANAGEMENT GROUP, INC., et al.,
llllllllllllllllllllllllllllllllllllll lDefendants,
JAMES MONAHAN,
llllllllllllllllllllllllllllllllllllllll Defendant-Appellant.
________________________
Appeal from the United States District Court
for the Southern District of Florida
________________________
(March 2, 2012)
Before BARKETT, MARCUS and FAY, Circuit Judges.
PER CURIAM:
James Monahan, the C.E.O. of a real estate development company, appeals
the district court’s confirmation of an arbitration award against him and in favor of
Bridgepoint Ventures, L.L.C., (“Bridgepoint”) on Bridgepoint’s claims that
Monahan had stolen money from an escrow account held pursuant to a real estate
development agreement between Monahan and Bridgepoint. On appeal, Monahan
argues that the district court lacked subject matter jurisdiction because, he claims,
several of Bridgepoint’s members are citizens of New York, the same state as
Monahan, and that the district court erred in denying his motion to vacate the
arbitration award.
Federal jurisdiction founded on diversity exists only if every plaintiff is
diverse from every defendant. Triggs v. John Crump Toyota, Inc., 154 F.3d 1284,
1287 (11th Cir. 1998). A limited liability company is a citizen of any state where
a member of the company is a citizen. Rolling Greens MHP, LP v. Comcast SCH
Holdings, LLC, 374 F.3d 1020, 1022 (11th Cir. 2004). We review the district
court’s factual findings as to a party’s citizenship for clear error. MacGinnitie v.
Hobbs Group, LLC, 420 F.3d 1234, 1239 (11th Cir. 2005).
Here, in response to an order of the district court, Bridgepoint filed a
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declaration by its counsel attesting that, at the time when Bridgepoint sued to
enforce its arbitration award, all members of Bridgepoint were Florida citizens,
and that none were citizens of New York. On the basis of this declaration, the
district court found, and Monahan did not dispute, that complete diversity existed.
Monahan argues on appeal that this finding was clearly erroneous because
Bridgepoint’s “Certificate of Interested Persons and Corporate Disclosure
Statement” filed with this court listed several New York residents as “victims”
who held an interest in any enforcement of the arbitration award. This contention
does not impugn the district court’s factual determination that all members of
Bridgepoint are non-New York citizens because none of the individuals to whom
Monahan refers were designated in Bridgepoint’s filing as members of
Bridgepoint.
Monahan also argues that the district court lacked subject matter jurisdiction
because, he contends, Bridgepoint’s investors collusively assigned their claims to
Bridgepoint in order to manufacture diversity. However, this claim
mischaracterizes the nature of Bridgepoint’s suit. In suing to enforce the
arbitration award, Bridgepoint did not, as Monahan claims, exercise rights
assigned to it by third parties. Instead, Bridgepoint sought to vindicate its rights
under its contract with Monahan, which are its contractual right to arbitrate and its
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statutory right to enforce the arbitral award in district court. See 9 U.S.C. § 9; 2
Domke on Commercial Arbitration § 42.1 (3d ed. 2003) (“The award is the last
step in a special contractual relationship between the parties.”). Thus,
Bridgepoint’s suit to enforce the arbitration award was not, as Monahan argues,
the product of collusive assignment of claims belonging to other parties.
Finally, Monahan attempts to challenge the substantive validity of the
arbitrator’s final award on several grounds. However, these claims were not raised
before the district court in a properly filed motion to vacate the arbitrator’s award.
See Access Now, Inc. v. Southwest Airlines Co., 385 F.3d 1324, 1331 (11th Cir.
2004) (declining to consider claims first raised on appeal). Monahan filed his
motion to vacate the arbitration award in favor of Bridgepoint on December 16,
2010, six months after the award was entered on June 2, 2010. The Federal
Arbitration Act requires that any motion to vacate an award “must be served . . .
within three months after the award is filed or delivered . . . .” 9 U.S.C. § 12.11
Monahan argues that a letter he submitted to the district court on June 29, 2010, should
be construed as a timely motion to vacate the June 2, 2010, arbitration award. We find this
contention meritless because Monahan’s letter requested the district court to consider his
submission as his “response in support of” a co-defendant’s motion to vacate the arbitrator’s
preliminary award in favor of Bridgepoint, which was entered on February 18, 2010. According
to Monahan’s own characterization of his motion as challenging the preliminary award, this
motion was untimely because it was filed more than three months after the preliminary award
was entered. See 9 U.S.C. § 12. Therefore, we reject Monahan’s argument that his June 29 letter
should be construed, contrary to his own characterization, as a motion to vacate the final award
entered on June 2.
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“[A] party's failure to move to vacate an arbitral award within the three-month
limitations period bars him from raising the alleged invalidity of the award as a
defense in opposition to a motion to confirm the award.” Booth v. Hume
Publishing, Inc., 902 F.2d 925, 929 n.4 (11th Cir. 1990). Therefore, because these
arguments were not properly presented to the district court in a timely motion, we
do not consider them.
AFFIRMED
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