Joseph McAdams v. William McCord ( 2008 )


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  •                    United States Court of Appeals
    FOR THE EIGHTH CIRCUIT
    ________________
    No. 07-3169
    ________________
    Joseph McAdams; JBM, LLC;              *
    Florian Homm; Absolute Return          *
    Europe Fund, LTD; The Loyr             *
    Foundations; Europe Catalyst Fund;     *
    Richard Smyth,                         *
    *
    Appellants,                *
    *
    v.                               *      Appeal from the United States
    *      District Court for the
    William McCord; Daniel Moudy,          *      Western District of Arkansas.
    *
    Appellees,                 *
    *
    Lynn Bradley; David Colwell,           *
    *
    Defendants,                *
    *
    Moore Stephens Frost, PLC,             *
    *
    Defendant - Appellee       *
    ________________
    Submitted: April 14, 2008
    Filed: July 17, 2008
    ________________
    Before GRUENDER, BALDOCK1 and BENTON, Circuit Judges.
    ________________
    1
    The Honorable Bobby R. Baldock, United States Circuit Judge for the Tenth
    Circuit, sitting by designation.
    GRUENDER, Circuit Judge.
    This is an appeal from an order of the district court granting the appellees’
    motions to dismiss after the district court entered final judgment under Federal Rule
    of Civil Procedure 54(b). For the reasons discussed below, we find that district court
    abused its discretion by entering final judgment under Rule 54(b) and dismiss the
    appeal for lack of jurisdiction.
    I.    BACKGROUND
    UCAP, Inc. (“UCAP”) was a multi-state provider of mortgage lending and
    brokerage services. In November 2004, UCAP’s subsidiaries filed for Chapter 11
    bankruptcy, although UCAP apparently did not. UCAP eventually ceased operations,
    and its stock was delisted in 2005.
    In 2006, Joseph McAdams; JBM Company, LLC; Florian Homm; Absolute
    Return Europe Fund, LTD; the Loyr Foundation; Europe Catalyst Fund; and Richard
    Smyth (collectively “investors”), various investors in UCAP, filed a complaint in state
    court against multiple defendants, including William McCord, a director of UCAP
    from November 2001 to February 2002, and Daniel Moudy, a former President and
    CEO of UCAP, as well as Moore Stephens Frost, PLC (“MSF”), which served as
    UCAP’s auditor from November 2001 to July 2003. The investors filed an amended
    complaint a short time later. In their amended complaint, the investors alleged claims
    of fraud, state and federal securities violations, breach of fiduciary duty, and breach
    of contract. The investors claimed that McCord, Moudy and MSF defrauded them by
    inducing them to invest in UCAP through misrepresentations and false statements
    regarding UCAP’s financial condition. The defendants removed the case to federal
    court. McCord then filed counterclaims against two of the investors who were also
    members of UCAP’s board of directors, McAdams and Homm, for breach of contract,
    breach of promises and representations, and breach of fiduciary duty. McCord,
    Moudy and MSF filed motions to dismiss the investors’ complaint.
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    On March 27, 2007, the district court granted the motions to dismiss, finding
    that the investors had failed to plead their claims properly under the heightened
    standards of pleading required by the Private Securities Litigation Reform Act of 1995
    (“PSLRA”), Pub. L. No. 104-67, 109 Stat. 737, and Federal Rule of Civil Procedure
    9. The investors then filed a second amended complaint. McCord, Moudy and MSF
    again filed motions to dismiss, most of which the district court granted on August 28,
    2007. The district court, however, found that the breach of fiduciary duty claim
    against Moudy was sufficient to withstand the motion to dismiss and, therefore, it
    remains pending. The district court concluded its order by stating that “Defendant
    Moudy is directed to Answer the remaining claim in the Second Amended Complaint
    within twenty (20) days of the date of this Order.” McCord’s counterclaims against
    McAdams and Homm also remain pending.
    Shortly after the district court’s August 28 order, the investors filed a “Motion
    for Entry of Partial Final Judgment Pursuant to Rule 54(b) of the Federal Rules of
    Civil Procedure,” requesting that the district court enter a final judgment based on its
    August 28 order, making the order final and appealable. McCord, Moudy and MSF
    responded that entry of final judgment was inappropriate because there was no danger
    of hardship or injustice through delay that would be alleviated by immediate appeal
    and because judicial economy dictated delaying appeal until all issues could be
    confronted on appeal in a unified package. On September 6, 2007, the district court
    entered an order granting the investors’ Rule 54(b) motion. The next day, September
    7, 2007, the district court entered an amended order again granting the investors’
    motion but this time explicitly finding “that there [was] no just reason for delay in
    entering final judgment in connection with the Court’s Order of August 28, 2007.”
    The district court also found that “this action should be and hereby is administratively
    terminated pending investors’ appeal. Upon conclusion of the appeal, Plaintiffs[] may
    file a motion to reopen the case.” Pursuant to the September 7 order, the district court
    entered a final judgment in favor of McCord, Moudy and MSF on all claims except
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    the breach of fiduciary duty claim against Moudy and stated that “[t]he parties [had]
    thirty days from entry of [the] judgment on the docket in which to appeal.” The
    district court, however, did not address McCord’s counterclaims. The investors
    appealed, arguing that the district court erred in granting the motion to dismiss.
    We decline to reach the merits of the appeal because we find that the district
    court abused its discretion in certifying the appeal under Rule 54(b) and conclude that
    we lack jurisdiction to consider this appeal.
    II.   DISCUSSION
    “[F]ederal courts are courts of limited, not general, jurisdiction.” Thomas v.
    Basham, 
    931 F.2d 521
    , 522 (8th Cir. 1991). “Thus, every federal appellate court has
    a special obligation to consider its own jurisdiction.” 
    Id. at 522-23.
    We will raise
    jurisdictional issues sua sponte when we believe we lack jurisdiction, even if the
    parties do not address the issue. 
    Id. at 523.
    “The jurisdiction of the federal appellate
    courts is limited to appeals from final decisions of the district courts, 28 U.S.C. §
    1291, subject to the well-established exception[] set forth in . . . Fed. R. Civ. P. 54(b)
    . . . .” Hope v. Klabal, 
    457 F.3d 784
    , 788 (8th Cir. 2006). “Generally, a district court
    decision is final when the district court has rendered a decision that ends the litigation
    on the merits and leaves nothing for the court to do but execute the judgment.”
    
    Thomas, 931 F.2d at 523
    (internal quotations omitted).
    Rule 54(b) allows a district court to enter a final judgment on some but not all
    of the claims in a lawsuit “only if the court expressly determines that there is no just
    reason for delay.” Fed. R. Civ. P. 54(b). “In determining that there is no just reason
    for delay, the district court must consider both the equities of the situation and judicial
    administrative interests, particularly the interest in preventing piecemeal appeals.”
    Interstate Power Co. v. Kan. City Power & Light Co., 
    992 F.2d 804
    , 807 (8th Cir.
    1993) (internal quotations omitted). “Certification should be granted only if there
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    exists some danger of hardship or injustice through delay which would be alleviated
    by immediate appeal.” Hayden v. McDonald, 
    719 F.2d 266
    , 268 (8th Cir. 1983) (per
    curiam) (internal quotation omitted). We review a district court’s decision to grant
    certification of a final judgment under Rule 54(b) for abuse of discretion. Interstate
    Power 
    Co., 992 F.2d at 807
    .
    Our role in “reviewing the decision of a district court to enter judgment under
    Rule 54(b) is ‘not to reweigh the equities or reassess the facts but to make sure that
    the conclusions derived from those weighings and assessments are judicially sound
    and supported by the record.’” Little Earth of United Tribes, Inc. v. United States
    Dep’t of Hous. & Urban Dev., 
    738 F.2d 310
    , 314 (8th Cir. 1984) (quoting Curtiss-
    Wright v. General Electric Co., 
    446 U.S. 1
    , 10 (1980)). “Ordinarily, a district court’s
    decision to certify a claim for immediate appeal under Rule 54(b) merits substantial
    deference. That deference, however, rests on the assumption that the district court
    undertook to weigh and examine the competing interests involved in a certification
    decision.” 
    Hayden, 719 F.2d at 268
    (internal quotation omitted).
    Though this circuit does not require that a detailed statement of reasons
    accompany a Rule 54(b) entry of judgment, where the district court gave
    no specific reasons, our review of that court’s decision is necessarily
    more speculative and less circumscribed than would be the case had the
    court explained its actions more fully.
    Little Earth of United 
    Tribes, 738 F.2d at 313
    ; see also 
    Hayden, 719 F.2d at 269
    .
    Here, the district court provided no reasons or analysis to explain its decision
    to enter a final judgment under Rule 54(b) beyond its mere recitation in its September
    7 amended order that there was “no just reason for delay.” “Rather than reflecting an
    evaluation of such factors as the interrelationship of the claims so as to prevent
    piecemeal appeals, or even a familiarity with the case and with any justifiable reasons
    for delay, the order recites only the bare requisites of Rule 54(b) certification.”
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    Hayden, 719 F.2d at 268
    -69 (internal quotations and alteration omitted); see also Little
    Earth of United 
    Tribes, 738 F.2d at 313
    (“In the case before us the district court gave
    no explanation for the decision to enter judgment under Rule 54(b), beyond the
    recitation that there was no just reason for delay.”).
    “Judicial economy will be best preserved by delaying appeal until all issues can
    be confronted by this court in a unified package. Such a course is particularly
    desirable where . . . the adjudicated and pending claims are closely related and stem
    from essentially the same factual allegations.” 
    Hayden, 719 F.2d at 270
    (quoting
    Cullen v. Margiotta, 
    618 F.2d 226
    , 228 (2d Cir. 1980)). The investors’ pending
    breach of fiduciary duty claim against Moudy and the dismissed claims arose out of
    essentially the same factual allegations involving alleged misrepresentations of
    UCAP’s financial condition. Likewise, the litigation of McCord’s counterclaims will
    also involve alleged misrepresentations of UCAP’s financial condition. McCord’s
    counterclaims allege that, as a member of the audit committee of the board of
    directors, McAdams had greater access to UCAP’s financial information and records
    and thus had a duty to provide such financial information to McCord and to the other
    investors. McCord’s counterclaims also allege that, as a member of the board of
    directors, Homm had fiduciary duties to the other shareholders, which he breached by
    diluting the value of UCAP and its share price by issuing additional shares of stock
    to himself and entities he controlled. McCord alleges that Homm’s breach of his
    fiduciary duties directly and proximately caused UCAP’s financial failure and that
    Homm knew or should have known this would occur in light of his access to UCAP’s
    financial information and records as a member of the board of directors. Therefore,
    even if we were to decide this appeal on its merits, piecemeal appeals arising out of
    the same factual allegations would almost certainly result, which would require a
    future court to refamiliarize itself with this same complex set of facts on subsequent
    appeals. See 
    id. Moreover, we
    are unable to discern any “danger of hardship or
    injustice through delay which would be alleviated by immediate appeal.” See 
    id. (quotation omitted).
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    “We acknowledge that the district court has a full calendar and wishes to avoid
    duplicative litigation; however, courts of appeals are busy courts too.” United States
    Fire Ins. Co. v. Smith Barney, Harris Upham & Co., 
    724 F.2d 650
    , 652 (8th Cir.
    1983). Judicial economy and the need to avoid piecemeal appeals compel us to
    conclude that the district court abused its discretion in finding that entry of final
    judgment under Rule 54(b) was appropriate here. Therefore, we cannot resolve the
    merits of this appeal because we lack jurisdiction at this time. See Interstate Power
    
    Co., 992 F.2d at 805
    ; United States Fire Ins. 
    Co., 724 F.2d at 651
    ; 
    Hayden, 719 F.2d at 267
    .
    III.   CONCLUSION
    Accordingly, we conclude that the district court abused its discretion by
    entering final judgment under Rule 54(b), and we dismiss this appeal for lack of
    jurisdiction.
    ______________________________
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