Clark v. Allen ( 1998 )

UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT
HANLEY C. CLARK, Commissioner of
Insurance for the State of West
Virginia, as Receiver of George
Washington Life Insurance
Company,
Plaintiff-Appellee,
v.
DUDLEY D. ALLEN; JOHN H. WILBUR;
FRANK E. CLARK, JR.,
Defendants-Appellants,
and
WALTER C. WALDEN; MICHAEL J.
DAVOLI; MAHONEY, ADAMS AND
CRISER, formerly known as
No. 95-2487
Mahoney, Adams, Milam, Surface
and Grimsley, formerly known as
Mahoney, Hadlow and Adams; JOHN
J. MCAVOY; CAROLYN B. LAMM;
DONALD F. WITHERS; BYRON N.
THOMPSON, JR.,
Defendants,
v.
BETTY CORDIAL; TOM FENNELL;
ERNST & YOUNG; LYNN PENDLEBURY;
LAMAR WALKER; WALKER &
ASSOCIATES; JOHN COLLINS; CHERYL
DAVIS; CTFAND ASSOCIATES,
INCORPORATED,
Third Party Defendants.
HANLEY C. CLARK, Commissioner of
Insurance for the State of West
Virginia, as Receiver of George
Washington Life Insurance
Company,
Plaintiff-Appellee,
v.
DUDLEY D. ALLEN; JOHN H. WILBUR;
FRANK E. CLARK, JR.,
Defendants-Appellants,
and
WALTER C. WALDEN; MICHAEL J.
DAVOLI; MAHONEY, ADAMS AND
CRISER, formerly known as
No. 96-1116
Mahoney, Adams, Milam, Surface
and Grimsley, formerly known as
Mahoney, Hadlow and Adams; JOHN
J. MCAVOY; CAROLYN B. LAMM;
DONALD F. WITHERS; BYRON N.
THOMPSON, JR.,
Defendants,
v.
BETTY CORDIAL; TOM FENNELL;
ERNST & YOUNG; LYNN PENDLEBURY;
LAMAR WALKER; WALKER &
ASSOCIATES; JOHN COLLINS; CHERYL
DAVIS; CTFAND ASSOCIATES,
INCORPORATED,
Third Party Defendants.
2
HANLEY C. CLARK, Commissioner of
Insurance for the State of West
Virginia, as Receiver of George
Washington Life Insurance
Company,
Plaintiff-Appellee,
v.
JOHN H. WILBUR; FRANK E. CLARK,
JR.,
Defendants-Appellants,
and
DUDLEY D. ALLEN; WALTER C.
WALDEN; MICHAEL J. DAVOLI;
MAHONEY, ADAMS AND CRISER,
formerly known as Mahoney,
No. 96-1276
Adams, Milam, Surface and
Grimsley, formerly known as
Mahoney, Hadlow and Adams; JOHN
J. MCAVOY; CAROLYN B. LAMM;
DONALD F. WITHERS; BYRON N.
THOMPSON, JR.,
Defendants,
v.
BETTY CORDIAL; TOM FENNELL;
ERNST & YOUNG; LYNN PENDLEBURY;
LAMAR WALKER; WALKER &
ASSOCIATES; JOHN COLLINS; CHERYL
DAVIS; CTFAND ASSOCIATES,
INCORPORATED,
Third Party Defendants.
Appeals from the United States District Court
for the Southern District of West Virginia, at Charleston.
Charles H. Haden II, Chief District Judge.
(CA-92-935)
3
Argued: January 28, 1998
Decided: March 13, 1998
Before WILKINSON, Chief Judge, and ERVIN and HAMILTON,
Circuit Judges.
_________________________________________________________________
Affirmed by unpublished per curiam opinion.
_________________________________________________________________
COUNSEL
ARGUED: John H. Wilbur, Dudley D. Allen, Jacksonville, Florida;
Frank E. Clark, Jr., Jacksonville, Florida, for Appellants. Alan Francis
Curley, ROBINSON, CURLEY & CLAYTON, P.C., Chicago, Illi-
nois, for Appellees. ON BRIEF: Cynthia H. Hyndman, ROBINSON,
CURLEY & CLAYTON, P.C., Chicago, Illinois; Rudolph L. DiTra-
pano, Debra L. Hamilton, DITRAPANO & JACKSON, Charleston,
West Virginia, for Appellees.
_________________________________________________________________
Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).
_________________________________________________________________
OPINION
PER CURIAM:
This consolidated appeal involves a suit brought by the West Vir-
ginia Insurance Commissioner in his capacity as receiver for the
George Washington Life Insurance Company ("GW Life"). A jury
found Dudley D. Allen, John H. Wilbur, and Frank E. Clark, Jr., for-
mer directors of GW Life, liable for breaching their fiduciary duties
to the company. It also found Allen and Wilbur liable for professional
negligence. Allen, Wilbur, and Clark now challenge various rulings
4
and post-trial orders of the district court. Finding each of their conten-
tions without merit, we affirm.
I.
GW Life is an insurance company established under West Virgin-
ia's corporate laws. Wilbur served as chairman, president, and chief
executive officer of GW Life and its parent company, the George
Washington Corporation ("GW Corp"). Clark served as the chief
financial officer, treasurer, secretary, and a director of both compa-
nies. Allen also was a director of both companies.
In June 1991, after state examiners concluded that GW Life was
insolvent in an amount exceeding $12 million, the Circuit Court of
Kanawha County, West Virginia ordered liquidation of GW Life and,
pursuant to W. Va. Code § 33-10-14, appointed the Commissioner
permanent receiver and liquidator. The Commissioner, in his capacity
as receiver, then brought this case, later removed to federal court, to
recover assets that Wilbur, Clark, Allen (collectively referred to as
"appellants") and others allegedly had diverted from GW Life.
The first amended complaint alleged in part that the diversion of
assets had occurred through a series of transactions during the 1980s.
The substance of these transactions is not seriously disputed in this
appeal. In essence, they were designed to circumvent West Virginia's
strict limitations on the use of policyholder premiums, e.g., W. Va.
Code § 33-27-5(c), and to enable certain shareholders, including
appellants, to maintain control over GW Corp. The transactions
included the following conduct: causing GW Life to pay funds either
through consulting fees or sham commissions to dummy corporations
controlled by appellants or others; using GW Life funds to pay the
legal defense fees of GW Corp officers and directors and to settle
lawsuits brought by dissident GW Corp shareholders; and directing
GW Life to purchase GW Corp stock and then sell that same stock
at substantial discounts to entities controlled by appellants or their
associates.
During part of this time, Wilbur and Allen were law partners in
Florida with Arthur W. Milam, a director of GW Corp and GW Life.
Both Milam and Wilbur performed legal work on some of the transac-
5
tions. After Milam left the partnership in 1982, Wilbur and Allen
remained partners, and Allen performed legal work for GW Life
though not on transactions described in the Commissioner's com-
plaint.
The complaint contained claims under the Racketeer Influenced
and Corrupt Organizations Act ("RICO"), 18 U.S.C. §§ 1961-68, and
various state law claims. The state law claims included breach of fidu-
ciary duty by appellants and others as well as professional negligence
by Wilbur, Allen, and Milam.
Before trial, some defendants, though not appellants, settled with
the Commissioner; the district court approved the settlements which
totaled $7,416,666.66. Also before trial, Michael J. Davoli, one of the
defendants who did not settle, became gravely ill and underwent sur-
gery. Appellants moved to continue the trial on account of Davoli's
absence. The district court denied the motion and severed the claims
and defenses relating to Davoli from the trial.
Trial commenced at the end of March 1995 on the claims against
appellants. During the trial, Professor Howard Messing, a professor
of law and expert in legal ethics, testified about some of the transac-
tions at issue. Professor Messing explained how Allen's and Wilbur's
involvement in or approval of the transactions violated the standard
of care for Florida attorneys.
Also during the trial, appellants sought to read extensive portions
of Davoli's deposition to the jury. Some jurors complained that they
found the presentation confusing, and the district court discontinued
further reading of the deposition after it had consumed nearly a day
of trial; the court provided appellants a brief opportunity to identify
any material in the deposition that might be critical to their defense.
The judge also instructed appellants that he would consider additional
reading if subsequent testimony referred to matters in the deposition;
appellants did not take advantage of this offer.
At the close of the evidence, the district court entertained motions
for judgment as a matter of law. The court granted the Commission-
er's motion for judgment as a matter of law on several affirmative
defenses raised by appellants and declined to instruct the jury on
6
them. The district court denied a motion by Wilbur and Allen for
judgment as a matter of law on the Commissioner's professional neg-
ligence claim. Four claims were submitted to the jury: RICO, RICO
conspiracy, breach of fiduciary duty, and professional negligence.
The jury found in appellants' favor on the RICO and RICO conspir-
acy claims, found appellants liable for breach of fiduciary duty, and
found Wilbur and Allen liable for negligence in the performance of
their professional services as attorneys for GW Life. It awarded dam-
ages of $8,986,070 on the professional negligence claim and
$4,629,188 on the breach of fiduciary duty claim.
Subsequently, the court considered post-trial motions, including a
motion to reduce the jury's damage awards by the amount of the pre-
trial settlements. The court applied thirty-four percent of the settle-
ments to the award on the breach of fiduciary duty claim and the
remaining sixty-six percent to the award on the professional negli-
gence claim. After the reductions, the court entered final judgment:
appellants were jointly and severally liable for $2,107,521.34 for
breach of fiduciary duty; Wilbur and Allen were jointly and severally
liable for an additional $4,091,070.00 for professional negligence.
After the entry of final judgment, the Commissioner discovered
that appellants held certain property located outside West Virginia.
With the district court's permission, the Commissioner registered this
judgment in the United States District Court for the Middle District
of Florida. He then sought additional orders from the West Virginia
district court. On November 20, 1995, the court ordered appellants to
notify the Commissioner before transferring any assets. Subsequently,
the court ordered appellants to liquidate certain assets and deliver the
proceeds to the Commissioner; it also ordered Wilbur to deliver the
deed to a home located in Florida.
After entry of the orders, appellants each filed for Chapter 7 bank-
ruptcy protection in Jacksonville, Florida. This circuit stayed any
appeal pending action by the bankruptcy court. After appellants were
denied discharge, we lifted the stay. This appeal followed.
II.
Appellants challenge two of the district court's rulings relating to
Davoli's absence. First, they argue that once Davoli became ill the
7
district court should have granted their motion to continue the trial.
Second, they argue that the district court should not have limited the
reading of Davoli's deposition at trial. We reject both challenges.
We review the district court's decision not to continue the trial for
abuse of discretion. Kosnoski v. Bruce, 669 F.2d 944, 947 (4th Cir.
1982). A court may deny the motion for a continuance where the
movant cannot show that an absent witness is likely to become avail-
able. See Thompson v. State of Miss., 914 F.2d 736, 739 (5th Cir.
1990) (no abuse of discretion in denying continuance where "likeli-
hood of . . . obtaining the sought witnesses was far from clear"). In
this case, appellants did not show that Davoli's health would improve;
thus, the court had little assurance that he would be available to testify
in the near future. See Johnston v. Harris County Flood Control Dist.,
869 F.2d 1565, 1570-71 (5th Cir. 1989) (no abuse of discretion in
denying continuance where codefendant suffered heart attack before
trial and physician could not indicate when health would permit him
to attend). Under these circumstances, the district court properly exer-
cised its discretion in denying appellants' motion.
The district court also properly exercised its discretion when it lim-
ited the reading of Davoli's deposition. We generally defer to district
court rulings about the mode and presentation of evidence. United
States v. Tindle, 808 F.2d 319, 328 (4th Cir. 1986). Federal Rule of
Evidence 611(a) instructs courts to consider several factors including
whether the presentation is "effective for the ascertainment of the
truth" and "avoid[s] needless consumption of time." Here both consid-
erations supported the district court's action. Given the complaints of
two jurors, the district court's decision reduced the risk that the jury
might be confused or misled by unrestricted reading of the deposition.
See Beard v. Mitchell, 604 F.2d 485, 503 (7th Cir. 1979). As this con-
fusing reading already had consumed nearly a day of trial, the court's
decision also avoided a needless consumption of time. See
Oostendorp v. Khanna, 937 F.2d 1177, 1179-80 (7th Cir. 1991) (find-
ing district court requirement that party use deposition summaries
"not an abuse of its discretionary authority to regulate the conduct of
civil trials"); cf. Walker v. Action Indus., Inc., 802 F.2d 703, 712 (4th
Cir. 1986) (approving district court requirement that party present oral
summaries of lengthy depositions as "a legitimate exercise of its
inherent discretionary power to ensure the orderly and expeditious
8
administration of the trial"). Finally, we doubt that the limitations
imposed by the district court prejudiced appellants; despite the district
court's offer, they never identified other passages of the deposition to
be read into the record.
III.
Wilbur and Allen argue that they were entitled to judgment as a
matter of law on the Commissioner's claim of professional negli-
gence. They assert that the Commissioner's proof on this claim
depended solely on the testimony of Professor Messing. They main-
tain that Professor Messing relied exclusively on Florida's ethics rules
to establish the standard of care and that a violation of these rules may
not give rise to a cause of action. Viewing the evidence in the light
most favorable to the Commissioner, the nonmovant, we find that he
introduced sufficient evidence to submit the professional negligence
claim to the jury. Benner v. Nationwide Mut. Ins. Co., 93 F.3d 1228,
1234 (4th Cir. 1996).
Wilbur and Allen simply have ignored portions of Professor Mes-
sing's testimony. Professor Messing not only discussed whether Wil-
bur's and Allen's conduct comported with Florida's ethics rules but
also gave his expert opinion that their conduct breached the standard
of care for attorneys. The record is replete with instances where Pro-
fessor Messing offered his opinion on this issue. For example, counsel
for the Commissioner asked Professor Messing about a transaction in
which GW Corp diverted premiums out of GW Life through a
dummy corporation:
Q: You mentioned that it [Wilbur's and Allen's conduct]
violated the Rules of Ethics. Is it your opinion that it also
violated the standard of care for attorneys in Florida?
A: Yes, it did.
J.A. 392. It was not improper for Professor Messing to use the Florida
ethics rules as evidence of the standard of care, which is what he did
in this case. In sum, ample evidence supported the Commissioner's
claim that Wilbur's and Allen's conduct breached the applicable stan-
9
dard of care; thus, the district court did not err in submitting this claim
to the jury.*
IV.
Appellants next maintain that the district court erroneously granted
the Commissioner judgment as a matter of law on several of their
affirmative defenses. They focus most of their attack on whether the
applicable statute of limitations barred the Commissioner's state law
claims. We first consider the statute of limitations defense and then
turn to the other defenses. We view the evidence in the light most
favorable to appellants, the nonmovants. Benner , 93 F.3d at 1234.
A.
With respect to the statute of limitations defense, the issue raised
by this appeal is a narrow one. The parties agree that West Virginia's
two-year statute of limitations, W. Va. Code § 55-2-12, applied to the
Commissioner's state law claims and that the Commissioner filed the
suit more than two years after the challenged transactions had
occurred. They disagree only over whether the doctrine of adverse
domination tolled the statute of limitations.
Under the doctrine of adverse domination, as recognized in West
Virginia, the statute of limitations is tolled on a corporation's claims
against its directors, officers, and others while the corporation is con-
trolled by parties acting against its interests. Clark v. Milam, 452
S.E.2d 714, 719 (W. Va. 1994) (recognizing the doctrine of adverse
domination in response to questions certified by the district court in
this case). This doctrine tolls the statute "so long as there is no one
who knows of and is able and willing to redress the misconduct of
those who are committing the torts against the corporate plaintiff." Id._________________________________________________________________
*We also reject any argument that Wilbur and Allen were not in an
attorney-client relationship with GW Life. Wilbur and Allen were part-
ners with Milam while he performed legal work on certain transactions
described in the complaint. Furthermore, Wilbur, while Allen was his
partner, apparently did legal work on some of these matters. Finally,
Allen also apparently performed legal work for GW Life on matters
other than those described in the complaint.
10
at 720. "[T]he defendants have the burden of showing that there was
someone who had the knowledge, ability and motivation to bring suit
during the period in which defendants controlled the corporation."
Hecht v. Resolution Trust Corp., 635 A.2d 394, 408 (Md. 1994); see
also Clark v. Milam, 452 S.E.2d at 720 (citing Hecht).
In this case, the Commissioner provided evidence that GW Life
was controlled by parties acting against its interests. Appellants and
other defendants dominated GW Life by holding a substantial per-
centage of the stock in its parent, GW Corp. They also controlled the
boards of both GW Corp and GW Life.
Once the Commissioner provided evidence of adverse domination,
appellants bore the burden of proving that some other party had the
"knowledge, ability and motivation to bring suit" on GW Life's
behalf, thereby stopping the tolling of the statute. Appellants maintain
that they carried this burden in two ways. First, they contend that the
Commissioner, prior to his appointment as receiver of GW Life, was
aware of and could have remedied any misconduct; they point to a
1988 lawsuit brought by GW Life against the Commissioner in which
the Commissioner sought to be appointed receiver. Second, they
argue that two lawsuits filed by dissident shareholders of GW Corp
against appellants and others ended the tolling of the statute.
Appellants have failed to carry their burden. While the 1988 law-
suit provided some evidence that the Commissioner had the "knowl-
edge" and "motivation" to remedy the losses sustained by GW Life,
appellants failed to show that the Commissioner had the "ability" to
sue on GW Life's behalf. In this case, the Commissioner lacked that
ability until his appointment as receiver. And appellants not only
failed to meet their burden of showing how the shareholder suits
stopped the tolling of the statute, but their own testimony and other
evidence completely undermine their position. Wilbur testified that
the shareholders in one suit were "seeking to get[the] money of GW
Life." He further testified the shareholders in both suits were "raiders
who wanted to take the assets of the company," presumably also in
reference to GW Life. It is far from clear that the dissident sharehold-
ers sought to protect GW Life's interests; rather it appears that the
shareholders were prepared to settle their claims by selling their
shares to appellants or others who controlled GW Corp and GW Life.
11
In sum, the evidence merely showed that the minority shareholders
sought to protect their own interests, not GW Life's. Thus, the district
court did not err in granting the Commissioner judgment as a matter
of law on this defense.
B.
Appellants next argue that the district court should not have
granted judgment as a matter of law to the Commissioner on several
other affirmative defenses. These included laches, estoppel, unclean
hands, avoidable consequences, and intervening cause. To support
these defenses, appellants point to various actions of the Commis-
sioner prior to his appointment as receiver.
Several of these defenses may be treated together. Laches, estop-
pel, unclean hands, and avoidable consequences all require proof of
some conduct by the plaintiff that limits or bars recovery. In a suit
brought by a receiver, actions taken in his capacity as regulator tech-
nically represent third-party conduct and, therefore, provide no sup-
port for defenses requiring proof of a plaintiff's conduct. Cf. State of
North Carolina v. Alexander & Alexander Servs., Inc. , 711 F. Supp.
257, 264 (E.D.N.C. 1989) (suit brought by Commissioner of Insur-
ance in capacity as rehabilitator of insurance company, finding "irrel-
evant" defenses based on conduct as regulator); Corcoran v. National
Union Fire Ins. Co. of Pittsburgh, 532 N.Y.S.2d 376, 378 (N.Y. App.
Div. 1988) (suit brought by Superintendent of Insurance in capacity
as liquidator of insurance company, dismissing affirmative defenses
based on conduct as regulator); see also Cordial v. Ernst & Young,
483 S.E.2d 248, 257 (W. Va. 1996) (suit brought by receiver of insur-
ance company, recognizing the "representative capacity" in which
receiver serves). Appellants failed to provide any evidence relating to
the conduct of the plaintiff, in this case the Commissioner in his
capacity as receiver. Thus, the district court properly granted judg-
ment as a matter of law on these defenses.
Appellants also did not produce sufficient evidence to support their
defense of intervening cause. To support this defense, a defendant
must show that the third-party conduct was the sole and independent
cause of the alleged injury. Wehner v. Weinstein , 444 S.E.2d 27, 32-
33 (W. Va. 1994); Perry v. Melton, 299 S.E.2d 8, 10 (W. Va. 1982).
12
Here, substantial evidence indicated that the losses sustained by GW
Life were due to the actions of appellants and others. Appellants
failed to show that the Commissioner's pre-receivership conduct was
the sole and independent cause of those losses. Thus, the district court
properly granted judgment as a matter of law on this defense.
V.
Clark challenges the district court's apportionment of the pretrial
settlements between the damage awards. The district court allocated
thirty-four percent of the settlements to the damage award on the
breach of fiduciary duty claim and the remaining sixty-six percent to
the damage award on the professional negligence claim. Clark urges
that the district court instead should have applied the settlements first
to eliminate the damage award for breach of fiduciary duty and
applied the balance to the damage award for professional negligence.
We find no clear error in the district court's allocation. Atlas Food
Sys. and Servs., Inc. v. Crane Nat'l Vendors, Inc. , 99 F.3d 587, 596
(4th Cir. 1996) (reviewing setoff for clear error).
While we have not identified a West Virginia case involving the
precise situation presented in this appeal, we doubt that the West Vir-
ginia courts would embrace the approach advanced by Clark. Under
that approach, Clark would completely avoid liability because the
combined settlements exceed the damage award on the breach of fidu-
ciary duty claim. Such an approach would undermine West Virginia's
"strong public policy favoring out-of-court resolution of disputes."
Board of Educ. of McDowell County v. Zando, Martin & Milstead,
Inc., 390 S.E.2d 796, 803 (W. Va. 1990). Once some defendants had
settled, others would be encouraged to take their chances at trial in the
hope that the settlements might exceed the final damage award. The
formula adopted by the district court advanced West Virginia's
"strong public policy" of encouraging settlements by not absolving
Clark of all liability. Under these circumstances, its allocation was not
clearly erroneous.
VI.
Appellants finally raise several challenges to the district court's
notification and turnover orders.
13
A.
Appellants argue that the district court lacked jurisdiction in the
post-judgment proceedings. They contend that the district court could
not enter further orders once the Commissioner had registered the
judgment elsewhere. See 28 U.S.C. § 1963 (providing for the registra-
tion of judgments).
We disagree. In Peacock v. Thomas, the Supreme Court reaffirmed
the longstanding principle that federal courts ordinarily may exercise
ancillary jurisdiction to enforce their judgments. 116 S. Ct. 862, 868
(1996). "Without jurisdiction to enforce a judgment entered by a fed-
eral court, ``the judicial power would be incomplete and entirely inad-
equate to the purposes for which it was conferred by the Constitu-
tion.'" Id. (quoting Riggs v. Johnson County, 73 U.S. (6 Wall.) 166,
187 (1868)). In this case, the district court simply exercised the juris-
diction that Peacock and Riggs recognized as necessary to ensure
appellants' satisfaction of the judgment. And nothing in the text of
section 1963 indicates the registration of a judgment in another dis-
trict deprives the judgment-rendering court of jurisdiction to enforce
that judgment through appropriate means. Thus, we conclude that the
district court had jurisdiction in these proceedings.
B.
Appellants next argue that the use of turnover orders was inappro-
priate. They maintain that the district court could only utilize a writ
of execution to satisfy the judgment.
Federal Rule of Civil Procedure 69(a) instructs courts on the proce-
dure for enforcing a judgment. It provides that"[p]rocess to enforce
a judgment for the payment of money shall be a writ of execution,
unless the court directs otherwise." Fed. R. Civ. P. 69(a) (emphasis
added). Rule 69(a) also instructs courts generally to apply state proce-
dures on execution absent controlling federal law. Id. Federal courts
should comply substantially with these procedures but need not fol-
low them exactly. United States v. Harkins Builders, Inc., 45 F.3d
830, 833 (4th Cir. 1995).
14
In West Virginia, a money judgment may be enforced by a writ of
fieri facias. W. Va. Code § 38-4-5. Once the writ is issued, a
judgment-debtor may be summoned to identify property with which
to satisfy the judgment. W. Va. Code § 38-5-1. The debtor may then
be required to deliver property in his possession, including real estate
located outside West Virginia, to an officer possessing the writ. W.
Va. Code § 38-5-4.
In this case, the district court's use of the turnover orders was
proper. The "unless" clause of Rule 69(a) expressly authorizes courts
to enforce their judgments by means other than writs of execution.
Under West Virginia law, appellants could be required to turn over
property in their possession, including the deed to Wilbur's home in
Florida. W. Va. Code § 38-5-4; see also Laborers' Pension Fund v.
Dirty Work Unlimited, Inc., 919 F.2d 491, 494 (7th Cir. 1990)
(approving use of turnover order to recover property where authorized
under Illinois law). While it does not appear that the district court fol-
lowed every aspect of West Virginia's execution procedures, we find
that it substantially complied with those procedures.
C.
Finally, appellants argue that the district court should have applied
Florida's exemption laws because some of the property described in
the turnover orders was located in Florida. We disagree. Rule 69
expressly directs a court to apply the "practice and procedure of the
state in which the district court is held." Fed. R. Civ. P. 69(a). Rule
69(a) does not instruct courts to apply the procedures of the state in
which the property is located. In this case, the district court sat in
West Virginia and, thus, properly looked to West Virginia's exemp-
tion laws.
VII.
For the foregoing reasons, we affirm the judgment of the district
court in all respects.
AFFIRMED
15