Fluor Corporation v. Citadel Equity Fund, Ltd.

Case: 10-10141 Document: 00511389806 Page: 1 Date Filed: 02/22/2011
IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit
FILED
February 22, 2011
No. 10-10141 Lyle W. Cayce
Clerk
FLUOR CORPORATION,
Plaintiff–Appellee Cross–Appellant
v.
CITADEL EQUITY FUND, LIMITED,
Defendant–Appellant Cross–Appellee
Appeals from the United States District Court
for the Northern District of Texas
No. 3:08-CV-1556
Before KING, DeMOSS, and PRADO, Circuit Judges.
PER CURIAM:*
This appeal arises out of a disagreement concerning the interpretation of
an Indenture and Supplemental Indenture, both dated as of February 17, 2004,
governing $330 million principal amount of 1.5% Convertible Senior Notes due
February 15, 2024. Fluor Corporation, the issuer of the Senior Notes, and
Citadel Equity Fund, Ltd., which, prior to June 2008, held approximately $58
million principal amount of the Senior Notes, dispute the calculation of the
number of shares of Fluor common stock issued to Citadel upon conversion of its
*
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 R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH CIR .
R. 47.5.4.
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No. 10-10141
Senior Notes. Fluor filed a declaratory judgment action in the District Court for
the Northern District of Texas, seeking a declaration that it complied with the
terms of the Indentures and Senior Notes in satisfying its conversion obligation,
and that Citadel is not entitled to additional shares of Fluor common stock.
Citadel filed a counterclaim for breach of contract, seeking $28,296,946, the
value of the additional shares of common stock that Citadel contends Fluor owes.
Both parties moved for summary judgment.
The district court granted Fluor’s motion for summary judgment, and
denied Citadel’s motion. Citadel appeals. We affirm for the reasons stated by
the district court in its thorough and well-reasoned Memorandum Opinion and
Order, Fluor Corp. v. Citadel Equity Fund Ltd., — F. Supp. 2d —, 2010 WL
184308 (N.D. Tex. Jan. 15, 2010), which we cannot improve upon. We note that
the district court’s holding is entirely consistent with Broad v. Rockwell
International Corp., 642 F.2d 929 (5th Cir. 1981) (en banc), the case that both
parties agree covers the construction of the Indentures, and with the relevant
principles of New York contract law.
Fluor cross-appeals from the judgment insofar as the district court ordered
each party to bear its own costs. After entry of judgment, Fluor filed a motion
for attorney’s fees and a motion to amend the judgment for an award of costs,
claiming an entitlement to both as the prevailing party. The district court
granted Citadel’s motion to defer a ruling on attorney’s fees pending its appeal
from the judgment, but may not have addressed the portion of Fluor’s motion
dealing with costs. In perhaps an excess of caution, we vacate the allocation of
costs in the judgment in order to enable the district court, if such was its
intention, to consider Fluor’s motion for costs along with its motion for attorney’s
2
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No. 10-10141
fees.1 In doing so, we intimate no views whatsoever on the merits of Fluor’s
motion for costs.
Accordingly, we AFFIRM the judgment of the district court, except for its
allocation of costs, which we VACATE. We REMAND for reconsideration of
costs. Citadel shall bear the costs of this appeal.
1
See Cheatham v. Allstate Ins. Co., 465 F.3d 578, 586–87 (5th Cir. 2006).
3