Intl Transactions v. Embotelladora Agral ( 2005 )

United States Court of Appeals
Fifth Circuit
F I L E D
IN THE UNITED STATES COURT OF APPEALS
April 13, 2005
FOR THE FIFTH CIRCUIT Charles R. Fulbruge III
Clerk
No. 04-10878
INTERNATIONAL TRANSACTIONS LIMITED,
A Cayman Islands Corporation,
Plaintiff-Appellant,
versus
EMBOTELLADORA AGRAL REGIOMONTANA,
SA de CV; EMBOTELLADORA AGRAL DE LA
LAGUNA, SA de CV; AGRAL ARRENDADORA,
SA de CV; AGRAL COMISIONISTA Y
DISTRIBUIDORA, SA de CV; AGRAL
INMOBILIARIA, SA de CV; GRUPO
EMBOTELLADOR NORESTE, SA de CV;
PEPSI-GEMEX, SA de CV,
Defendants-Appellees.
Appeal from the United States District Court for
the Northern District of Texas
(USDC No. 04-10878)
_________________________________________________________
Before REAVLEY, JOLLY and PRADO, Circuit Judges.
REAVLEY, Circuit Judge:*
*
Pursuant to 5TH CIR. R. 47.5, the Court has determined that this opinion
should not be published and is not precedent except under the limited circumstances
The judgment of the district court, dismissing on the ground that ITL lacked
standing, is vacated for the following reasons:
1. Article III standing requires: (1) an injury in fact suffered by the plaintiff;
(2) causally related to the defendant’s conduct; and (3) substantially likely to be
redressed by a judgment in the plaintiff’s favor. Lujan v. Defenders of Wildlife, 504
U.S. 555, 560-61 (1992). The district court found the second and third elements of
Article III standing lacking after it concluded that Sharp had validly assigned the
Award and Note to Cañamar in August 1998, leaving nothing for the Special Master
to assign to ITL in 1999 and nothing for ITL to enforce against the Agral defendants
in this suit. In reaching that conclusion, the district court determined that Sharp was
the sole owner of the Award and had full power to assign it. ITL contests the
findings that Sharp was the sole owner of the Award and that the assignment of the
Award to Cañamar was valid.
2. The parties dispute whether the law of Mexico or Texas applies to this
case. ITL urges Texas law, while defendants contend that Mexican law applies.
The district court did not address the choice of law issue, but instead applied Texas
law “to give ITL the benefit of the doubt.” For the reasons stated below, we
conclude that Texas law does not support the district court’s reasoning and vacate
set forth in 5TH CIR. R. 47.5.4.
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and remand for that reason. Because the choice of law issue is complex and the
parties have inadequately addressed the issue before this court, we leave it to the
district court to determine the correct choice of law, if necessary.
3. Whether ITL has standing depends on whether it currently owns the
Award as a result of the assignment from the Special Master or whether GEN
currently owns it as a result from the earlier assignments from Sharp to Cañamar
and then from Cañamar to GEN. Ownership of the Award, in turn, depends on
whether Sharp owned all interest in the Award or whether ITL had beneficial
ownership. If ITL had beneficial ownership, current ownership depends on whether
Cañamar and GEN were bona fide purchasers and thus have an ownership interest
in the Award superior to ITL’s equitable interest, or whether ITL gave Sharp
authority to assign the Award. If Sharp owned all interest in the Award or
otherwise had authority to assign it, current ownership depends on whether its
assignment to Cañamar failed for lack of consideration or because Sharp’s
president, Gutierrez, did not have authority from Sharp to make the assigment.
In the first step of this analysis, the district court found that Sharp was the
sole owner of the Award, because the arbitrator issued the Award in only Sharp’s
name. Solely on this basis, the district court reasoned that the arbitrator conferred
no interest to ITL and that Sharp was the Award’s principal owner as to third parties
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and could freely assign it. ITL argues that the undisputed evidence in the district
court established that Sharp was merely the Note’s holder, not its owner, and that it
prosecuted the arbitration as the Note’s holder. Consequently, ITL argues, it
received the Award only as holder of ITL’s beneficial interest.
We agree with ITL that, under Texas law, it had a beneficial interest in the
Award. In Texas, “[a] resulting trust is implied in law when someone other than the
person in whose name title is taken pays the purchase price,” Nolana Dev. Ass’n v.
Corsi, 682 S.W.2d 246, 250 (Tex. 1984), or when “property was purchased by one
occupying a representative or fiduciary capacity, so that the purchase necessarily
inured to the benefit of his principal,” Elbert v. Waples-Platter Co., 156 S.W.2d
146, 150 (Tex. Ct. App. 1941). Courts employ the doctrine to prevent unjust
enrichment. Nolana, 682 S.W.2d at 250. Any type of property, including a
promissory note, may be subject to a resulting trust. Crume v. Smith, 620 S.W.2d
212, 215 (Tex. Ct. App. 1981). The party who furnished the purchase price is
deemed the equitable owner of the property. Cohrs v. Scott, 338 S.W.2d 127, 130
(Tex. 1960).
The parties do not dispute that Sharp acted as ITL’s agent in purchasing the
Note and did so with ITL’s funds. Thus, according to the above principles, ITL
became the equitable owner of the Note. To sustain the district court’s finding that
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Sharp became sole owner of the Award, we would have to hold that, because Sharp
maintained the arbitration and received the Award in its own name, ITL’s beneficial
ownership was extinguished. We are aware of no authority supporting such a
holding. Texas law allows the holder of a negotiable instrument to seek
enforcement of the instrument even though she is not the beneficial owner. TEX.
BUS. & COMM. CODE ANN. § 3.301 (Vernon 2002); Carter v. DeJarnatt, 523
S.W.2d 88, 90-91 (Tex. Ct. App. 1975). Where the holder of a promissory note
avails herself of that rule, she does not thereby divest the beneficial owner of his
interest. See id. at 91 (directing that judgment in an action to enforce a promissory
note be entered in favor of the note’s holder as trustee where the holder had pleaded
that she was not the note’s beneficial owner). Here, the Note, in which ITL had
beneficial ownership, required enforcement through arbitration. Sharp clearly
maintained the arbitration as holder of the Note for the benefit of the “unknown
investor” (ITL), relying on Business and Commercial Code § 3.301. Thus, the
Award in Sharp’s favor also inured to ITL’s benefit.1
4. Because Sharp possessed only legal title to the Award under Texas law,
1
The arbitrator’s failure to note Sharp’s representative capacity in the Award itself
did not extinguish ITL’s beneficial interest. The arbitrator merely enforced the Note and
made no determination regarding the rights of the beneficial owner in the Award. The
Award was entered in favor of Sharp because Sharp had maintained the arbitration, not
because the arbitrator had concluded that Sharp was the Award’s sole owner.
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the assignment from Sharp to Cañamar did not pass ITL’s equitable interest unless
Sharp possessed actual or apparent authority from ITL to assign the Award. Kirby
Forest Indus., Inc. v. Dobbs, 743 S.W.2d 348, 354 (Tex. Ct. App. 1987) (“An
assignee takes only such title to the thing assigned as existed in the assignor at the
time of assignment.”). Contrary to defendants’ assertions in their briefs and at oral
argument, the district court did not determine that Sharp possessed apparent
authority to assign the Award on behalf of ITL.2 Instead, the court concluded that
Sharp could assign based on its erroneous determination that Sharp was the
Award’s sole owner.
5. In sum, we decide this appeal under Texas law. However, on remand we
ultimately leave it to the district court to determine whether Texas law or Mexican
law is to be applied in this case. Under Texas law, we only decide that ITL retained
a beneficial interest in the Award at the time it was issued; all other issues arising
from facts or alleged facts occurring after that point in time, including whether Sharp
had actual or apparent authority to assign the Award to Cañamar, whether Gutierrez
has authority from Sharp to make the assignment to Cañamar, and whether Cañamar
and GEN were bona fide purchasers for value without notice we leave to the district
2
The district court discussed apparent authority only in determining that
Gutierrez, Sharp’s president, had authority to assign the Award on behalf of Sharp.
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court to decide on remand, if necessary. If the district court determines that
Mexican law is applicable, we can offer no guidance, since the district court has not
yet considered the case in this light. Consequently, we vacate the order of dismissal
and remand to the district court for disposition consistent with this opinion.
VACATED and REMANDED.
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