Uthe Technology Corp. v. Aetrium, Inc.

FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
UTHE TECHNOLOGY No. 13-16917
CORPORATION,
Plaintiff-Appellant, D.C. No.
3:95-cv-02377-WHA
v.
AETRIUM, INC.; HARRY ALLEN, OPINION
Defendants-Appellees.
Appeal from the United States District Court
for the Northern District of California
William Alsup, District Judge, Presiding
Argued and Submitted
November 19, 2015—San Francisco, California
Filed December 11, 2015
Before: FERDINAND F. FERNANDEZ and MILAN D.
SMITH, JR., Circuit Judges, and SHIRA A.
SCHEINDLIN,* Senior District Judge.
Opinion by Judge Milan D. Smith, Jr.
*
The Honorable Shira Ann Scheindlin, Senior District Judge for the
U.S. District Court for the Southern District of New York, sitting by
designation.
2 UTHE TECH. CORP. V. AETRIUM, INC.
SUMMARY**
RICO
Reversing the district court’s summary judgment, the
panel held that the plaintiff was entitled to seek treble
damages under the Racketeer Influenced and Corrupt
Organizations Act against the remaining defendants following
an arbitration proceeding and award against the defendants in
Singapore.
The panel held that an additional award of damages under
RICO would not violate the “one satisfaction” rule, an
equitable principle designed to prevent double recovery of
damages arising from the same injury, because the arbitral
award did not constitute full satisfaction of the plaintiff’s pre-
existing RICO claim. The panel remanded the case for
further proceedings.
COUNSEL
Myron Moskovitz (argued), Piedmont, California, for
Plaintiff-Appellant.
Archana Nath (argued) and David B. Potter, Oppenheimer
Wolf & Donnelly LLP, Minneapolis, Minnesota; Ann E.
Johnston, Coblentz, Patch, Duffy & Bass LLP, San Francisco,
California, for Defendants-Appellees.
**
This summary constitutes no part of the opinion of the court. It has
been prepared by court staff for the convenience of the reader.
UTHE TECH. CORP. V. AETRIUM, INC. 3
OPINION
M. SMITH, Circuit Judge:
Approximately two decades ago, Plaintiff UTHE
Technology Corporation (Uthe), a manufacturer and
distributor of semiconductor products, brought suit against
Harry Allen and Aetrium Incorporated (collectively, the
Defendants) and a number of individuals in Singapore (the
Foreign Defendants), alleging a conspiracy to unlawfully take
over one of Uthe’s overseas subsidiaries. In its original
federal court action, Uthe brought claims for, inter alia,
violations of the Racketeer Influenced and Corrupt
Organizations Act (RICO), 18 U.S.C. §§ 1961–68, against
both the Defendants and the Foreign Defendants. The action
against the Foreign Defendants was dismissed on the basis of
forum non conviens because an arbitration clause in a relevant
agreement required that Uthe arbitrate its claims against the
Foreign Defendants in a proceeding governed by Singapore
law (the Singapore arbitration). Uthe’s suit against the
Defendants was stayed by the district court pending the
resolution of the Singapore arbitration against the Foreign
Defendants.
The Singapore arbitration, which lasted nearly two
decades, resulted in an award of over 12 million Singapore
dollars (approximately $9 million USD) against the Foreign
Defendants to compensate Uthe for actual losses stemming
from the conspiracy. That award has now been paid in full.
Following the conclusion of the Singapore arbitration, Uthe
reinstated the present action against the Defendants,
requesting relief under RICO’s treble damages provision. The
district court granted summary judgment in favor of the
Defendants, holding that an award of additional damages
4 UTHE TECH. CORP. V. AETRIUM, INC.
under RICO would violate the “one satisfaction” rule (one
satisfaction rule), an equitable principle designed to prevent
double recovery of damages arising from the same injury.
We reverse and remand. Because the arbitral award did
not constitute full satisfaction of Uthe’s pre-existing RICO
claim, we hold that Uthe is entitled to seek treble damages
under RICO against the Defendants.1
FACTUAL AND PROCEDURAL BACKGROUND
A. The Conspiracy
Uthe alleges that the Defendants, in conjunction with the
Foreign Defendants working inside its foreign subsidiary
Uthe Technology Singapore Private Limited (Uthe
Singapore), engaged in a campaign to poach customers and
divert business from Uthe Singapore to a secret corporation
they had formed for this purpose. Uthe Singapore distributed
semi-conductor equipment manufactured by Uthe and other
suppliers throughout Asia. During this time, Uthe Singapore
was a party to a long-term distribution agreement to sell
Aetrium Incorporated’s (Aetrium) products to customers in
Asia. Aetrium was one of Uthe Singapore’s largest suppliers,
and Harry Allen served as Aetrium’s officer in charge of sales
in Asia.
1
The Defendants also argue that summary judgment should be affirmed
on the alternate ground that the alleged conspiracy failed to show the
requisite “continuity” under RICO. See H.J. Inc. v. Nw. Bell Tel. Co.,
492 U.S. 229, 241 (1989). Because the district court declined to reach this
issue when it granted summary judgment based on the one satisfaction
rule alone, we remand to the district court to decide the “continuity” issue
in the first instance. See New Mexico State Inv. Council v. Ernst & Young
LLP, 641 F.3d 1089, 1092 n.1 (9th Cir. 2011).
UTHE TECH. CORP. V. AETRIUM, INC. 5
Around July 1992, the Foreign Defendants solicited the
assistance of the Defendants in the conspiracy. During a
conference call, the Defendants allegedly agreed that they
would withhold payments from Uthe Singapore arising from
its distribution agreement with Aetrium, encourage customers
to transact business with Aetrium directly rather than through
Uthe Singapore, and covertly amend the terms of the
distribution agreement, so that Aetrium could terminate the
contract on short notice and transfer its business from Uthe
Singapore to the secret corporation. Uthe contends that the
Defendants engaged in predicate acts of mail and wire fraud
during the months of July through September to effectuate
their scheme.
In October 1992, after being severely damaged by the
efforts of the conspiracy, Uthe agreed in a stock purchase
agreement (the Purchase Agreement) to sell its shares in Uthe
Singapore to the Foreign Defendants at a significantly
depressed price. The Purchase Agreement contained an
arbitration clause, which provided for binding arbitration of
any disputes arising from the agreement. It also contained a
choice of law clause that selected Singapore law as the
governing law for any arbitration proceedings.
B. The Original District Court Proceedings
In July 1993, Uthe filed suit against the Defendants and
the Foreign Defendants in California state court, seeking
damages arising from the conspiracy. After the case was
removed to federal court in the Northern District of
California, Uthe filed an amended complaint alleging RICO
violations, among other causes of action.
6 UTHE TECH. CORP. V. AETRIUM, INC.
The Foreign Defendants then moved to compel arbitration
of Uthe’s claims against them pursuant to the arbitration
clause contained in the Purchase Agreement. Unlike the
Foreign Defendants, the Defendants were not signatories to
the Purchase Agreement or otherwise bound to arbitrate
Uthe’s claims against them.
Over Uthe’s vigorous objections, the district court
dismissed the Foreign Defendants from the case on the basis
of forum non conviens and stayed its proceedings with respect
to the Defendants pending the outcome of the Singapore
arbitration, noting that “the arbitration may narrow or limit
the issues raised by the claims alleged against Aetrium and
Allen.”
In so ruling, the district court acknowledged that the
Singapore arbitration could conclusively resolve Plaintiff’s
claims against the Foreign Defendants. It concluded that
Singapore would serve as an “adequate alternative forum in
which to adjudicate Plaintiff’s claims against [the Foreign
Defendants],” noting that “Plaintiff’s federal securities claims
are trumped by the choice of law provision specifying the
application of Singapore law.” In contrast, Uthe’s right to
eventually pursue its own claims against the Defendants in
federal court remained unaffected by the district court’s
order.
C. The Singapore Arbitration
The Singapore arbitration spanned almost two decades.
The arbitration commenced in August 1994, but the arbitral
proceedings were interrupted several times by legal
challenges brought by the parties in Singapore courts, and by
the appointment of a replacement arbitrator.
UTHE TECH. CORP. V. AETRIUM, INC. 7
On June 30, 2005, the arbitrator found that the Foreign
Defendants were liable to Uthe. The arbitrator also ordered:
[T]here shall be no further or other actions or
proceedings . . . by [Uthe] against [the
Foreign Defendants] . . . without prejudice to
[Uthe’s] rights in the U.S. action against [the
Foreign Defendants] and the other defendants
in the U.S. Action . . . .2
Subsequently, on March 23, 2012, the arbitrator issued a
damages award against the Foreign Defendants and in favor
of Uthe amounting to 12,286,350 Singapore dollars (the
equivalent of approximately $9,180,771 USD) with yearly
interest of 1.5%. The arbitrator determined that the damages
figure reflected the difference between the depressed sale
price of Uthe Singapore’s stock and the projected value of the
stock absent the effects of the conspiracy. The arbitrator also
found that Uthe had suffered losses of approximately 500,000
Singapore dollars as a result of diverted business
opportunities. However, he chose to award Uthe the greater
amount of 12,286,350 Singapore dollars in damages,
reasoning that an award for both the depressed stock price
and diverted business opportunities would be duplicative. The
2
Notwithstanding this statement, the existence of a final and binding
arbitral judgment against the Foreign Defendants appears to preclude Uthe
from now pursuing its original federal claims against the Foreign
Defendants. The district court found that the Singapore arbitration would
serve as an adequate forum for the resolution of such claims when it
dismissed the Foreign Defendants from the action. Moreover, as the
arbitrator noted,“it appears that the proper forum is and always was
Singapore,” given the nature of the mandatory and binding arbitration
clause between Uthe and the Foreign Defendants.
8 UTHE TECH. CORP. V. AETRIUM, INC.
Foreign Defendants have since paid Uthe the full amount of
the arbitration award.
D. The Current District Court Proceedings
Upon the conclusion of the Singapore arbitration, Uthe
filed a motion in May 2012 to reopen its original suit against
the Defendants in federal district court and to lift the stay.
The district court granted Uthe’s motion and permitted it to
file an amended complaint. Following the conclusion of
discovery, the Defendants filed a motion for summary
judgment. On September 9, 2013, the district court granted
the Defendants’ motion for summary judgment, holding that
the full satisfaction of the arbitration damages award
extinguished Uthe’s claim against the Defendants for treble
damages under RICO. This timely appeal followed.
JURISDICTION AND STANDARD OF REVIEW
We have jurisdiction pursuant to 28 U.S.C. § 1291. We
review the district court’s decision to grant summary
judgment de novo by “viewing the evidence in the light most
favorable to the nonmoving party to determine whether any
genuine issues of material fact exist and whether the district
court correctly applied the relevant substantive law.” Trs. of
Const. Indus. & Laborers Health & Welfare Trust v. Hartford
Fire Ins. Co., 578 F.3d 1126, 1129 (9th Cir. 2009). Summary
judgment is appropriate when the facts and pleadings “show
that there is no genuine issue as to any material fact and that
the moving party is entitled to a judgment as a matter of law.”
Rosenbaum v. Washoe Cty., 663 F.3d 1071, 1075 (9th Cir.
2011) (citing Celotex Corp v. Caltrett, 477 U.S. 317, 322
(1986)).
UTHE TECH. CORP. V. AETRIUM, INC. 9
DISCUSSION
RICO provides the statutory remedy of treble damages for
any individual “injured in his business or property by reason
of a violation” of the statute. 18 U.S.C. § 1964(c). The
statutory remedy of treble damages reflects Congress’s intent
to remedy the injuries caused by organized crime as well as
to “bring to bear the pressure of ‘private attorneys general’ on
a serious national problem.” Agency Holding Corp. v.
Malley-Duff & Assocs., Inc., 483 U.S. 143, 151 (1987). As
the Supreme Court has held, “RICO was an aggressive
initiative to supplement old remedies and develop new
methods for fighting crime.” Sedima, S.P.R.L. v. Imrex Co.,
473 U.S. 479, 498 (1985). RICO’s provisions must therefore
be construed “liberally” in keeping with the broad remedial
purposes of the statute. Id. Notwithstanding RICO’s provision
of treble damages, the one satisfaction rule also applies.3 See
Seymour v. Summa Vista Cinema, Inc., 809 F.2d 1385,
1389–90 (9th Cir. 1987). The one satisfaction rule reflects the
equitable principle that a plaintiff who has received full
satisfaction of its claims from one tortfeasor generally cannot
3
The district court and the parties refer to California state cases
concerning the application of the one satisfaction rule. In contrast, we rely
on federal authorities for the same legal principle. Although this
distinction is not dispositive, it stands to reason that the measure of
damages corresponding to a federal cause of action such as RICO should
be governed by the federal law of damages rather than by state law. See
Singer v. Olympia Brewing Co., 878 F.2d 596, 599–600 (2d Cir. 1989)
(holding that “federal law should determine whether a defendant in a
federal securities action is entitled to a credit . . . for the settlement by
another party,” particularly as the question of damages is a substantive
rather than procedural matter). See also Seymour, 809 F.2d at 1389 n.5
(“[I]t is unclear whether federal or state law applies to the settlement offset
issue . . . [but] state law appears to be consistent with federal law on this
issue and we consider California precedent persuasive authority.”).
10 UTHE TECH. CORP. V. AETRIUM, INC.
sue to recover additional damages corresponding to the same
injury from the remaining tortfeasors:
It is settled that . . . a plaintiff who has
recovered any item of damage from one
coconspirator may not again recover the same
item from another conspirator; the law, that is,
does not permit a plaintiff to recover double
payment.
Zenith Radio Corp. v. Hazeltine Research, Inc., 401 U.S. 321,
348 (1971). A corollary principle of the one satisfaction rule
is that “payment made by a joint tortfeasor diminishes the
claim against the remaining tortfeasors.” Seymour, 809 F.2d
at 1389.
The key question posed in this appeal is how the one
satisfaction rule interacts with RICO’s treble damages
provision. Specifically, to what extent does the one
satisfaction rule operate to diminish the amount of damages
claimed against the Defendants? Depending upon the order in
which the two rules are applied, the one satisfaction rule
could either offset part of Uthe’s treble RICO damages, or it
could fully extinguish Uthe’s claim to those damages.
The district court held that the one satisfaction rule
extinguished Uthe’s claim to treble RICO damages, reasoning
that Uthe had already received full compensation for its
damages from the Singapore arbitration. The $9 million
arbitral award roughly corresponded to Uthe’s losses caused
by the conspiracy. The district court further reasoned that,
given the full satisfaction of the arbitral award, “there are no
items remaining to be compensated by reason of any RICO
violation, and zero multiplied by three is still zero.”
UTHE TECH. CORP. V. AETRIUM, INC. 11
However, the full measure of Uthe’s claims against the
Defendants was not satisfied by the Singapore arbitration
award, such that no additional recovery is permissible under
RICO. The Singapore arbitration was limited in scope to
those claims against the Foreign Defendants arising under
Singapore law, and could not fully resolve Uthe’s legal
claims against the Defendants, which were pending in the
federal court action. Specifically, Singapore law could not
provide for the resolution of Plaintiff’s RICO claims, which
were asserted in the original federal lawsuit. As Uthe’s legal
expert noted, “the concept of treble damages is not
recognized under Singapore law.” Accordingly, as more fully
explained below, the one satisfaction rule does not operate to
extinguish the Plaintiff’s claim to RICO damages.
In order for a court to find complete satisfaction under the
one satisfaction rule, there must be such an identity between
the injuries alleged and the remedies available that any
additional recovery would unjustly enrich the plaintiff. The
Restatement (Third) of Torts § 25 cmt. b (2000) is instructive
on this point:
In some instances, the injuries for which the
plaintiff brings a second suit may not be
entirely congruent with the injuries for which
the plaintiff recovered in the first suit.
Similarly, in some instances, the remedies
available for the claims made by the plaintiff
in a second suit may be broader than the
remedies available for the claims asserted in
the first suit. Satisfaction of a claim cannot
occur unless the injuries sued upon are
identical and the remedies available for the
claims are the same.
12 UTHE TECH. CORP. V. AETRIUM, INC.
Several courts have adopted this principle by applying the
one satisfaction rule to offset the amount of a judgment only
when two defendants are responsible for “common damages”
stemming from the same injury. See, e.g., Chisholm v. UHP
Projects, Inc., 205 F.3d 731, 737 (4th Cir. 2000) (“The
essential requirement for the ‘one satisfaction rule’ is that the
amounts recovered by settlement and the judgment must
represent common damages arising from a single, indivisible
harm.”); City of San Jose v. Price Waterhouse, No. 91-16489,
1993 WL 83495, at *1 (9th Cir. Mar. 23, 1993) (“An offset is
available where the settlement and the jury verdict represent
common damages.”); Singer v. Olympia Brewing Co.,
878 F.2d 596, 599–600 (2d Cir. 1989) (same).
In this case, the remedies available to Uthe in the
Singapore arbitration diverge significantly from the remedies
available to it under RICO in the present action. See
Pennsylvania v. Cianfrani, 600 F. Supp. 1364, 1368 (E.D. Pa.
1985) (prior payments only served to partially offset RICO
damages due to “the possibility that federal law would
provide a remedy greater than was available under state
law”). Although future cases may address whether full
satisfaction can still be achieved if the remedies or injuries
are substantially equivalent, rather than “identical,” we need
not resolve those questions to decide the present case. The
disparity between the remedy of treble RICO damages and
actual damages is simply too great. No remedy equivalent to
RICO treble damages was available to Uthe under Singapore
law, so it was not possible for Uthe to obtain full satisfaction
of its RICO claims in the Singapore arbitration.
Moreover, the animating purpose of the one satisfaction
rule is to prevent double recovery and unjust enrichment. See
Seymour, 809 F.2d at 1389–90 (“The foremost of these
UTHE TECH. CORP. V. AETRIUM, INC. 13
[policy goals] is assuring the tort victim one complete
satisfaction of [its] claim, neither more nor less.”). The
maximum amount that Uthe could have been awarded in a
single lawsuit arising from the same injury was treble the
amount of actual damages under RICO. Uthe would have
been entitled to pursue this treble damages claim had the
federal court action not been stayed pending the Singapore
arbitration. Uthe vigorously contested the stay of the district
court action, particularly as it would postpone the pursuit of
its RICO claim against the Defendants, which it had not
agreed to arbitrate.
Because the Singapore-based arbitral tribunal had no
jurisdiction over the Defendants, who were not parties to the
Purchase Agreement or to its arbitration clause, it could not
circumscribe Uthe’s rights to pursue the full measure of its
legal remedies against the Defendants in federal court.
Accordingly, the arbitration award states that it is made
“without prejudice to [Uthe’s] rights in the U.S. Action.”
Thus, neither the arbitration award nor the one satisfaction
rule forecloses Uthe’s ability to pursue a treble damage award
against the Defendants; it does not amount to double
recovery, nor does it permit Uthe to obtain any damages
beyond which it could have otherwise been entitled in the
federal district court lawsuit.
In reaching this conclusion, we also acknowledge the
persuasive reasoning of our colleague, A. Wallace Tashima,
then a district judge, in In re National Mortgage. See In re
Nat’l Mortg. Equity Corp. Mortg. Pool, 636 F. Supp. 1138
(C.D. Cal. 1986). As in this appeal, the court in In re National
Mortgage examined the question of “[w]hat constitutes ‘full
satisfaction’ of a treble damages claim.” Id. at 1151. There,
a plaintiff claiming treble RICO damages had received
14 UTHE TECH. CORP. V. AETRIUM, INC.
settlement payments constituting the full measure of actual
damages from one of the defendants. Id. The district court
held that “the ‘full satisfaction’ to which treble damages
claimants are entitled is ‘three times the proven actual
damages’ – any award less than that amount constitutes an
incomplete recovery.” Id. at 1152.
The Defendants attempt to limit the reasoning of In re
National Mortgage to those situations where plaintiffs
received partial satisfaction of an adjudicated damage award
or satisfaction of a non-adjudicated damage award (such as a
settlement, release, or covenant not to sue). However,
whether such payments result from a settlement or a prior
judgment, they constitute partial credits toward the full
measure of damages for which a defendant may be liable
under RICO, and would not operate to unjustly permit double
recovery.
CONCLUSION
We hold that Uthe is not barred by the one satisfaction
rule from pursuing treble damages under RICO against the
Defendants, provided there is an offset for the sums paid to
Uthe by the Foreign Defendants as a result of the arbitral
award.
Accordingly, we REVERSE the district court’s grant of
summary judgment and REMAND for further proceedings.