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McAdams v. McCord: CIVIL PROCEDURE | APPELLATE PROCEDURE - district court abused discretion certifying appeal per 54(b);

1The Honorable Bobby R. Baldock, United States Circuit Judge for the Tenth
Circuit, sitting by designation.
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.
William McCord; Daniel Moudy,
Appellees,
Lynn Bradley; David Colwell,
Defendants,
Moore Stephens Frost, PLC,
Defendant - Appellee
*********************
Appeal from the United States
District Court for the
Western District of Arkansas.
________________
Submitted: April 14, 2008
Filed: July 17, 2008
________________
Before GRUENDER, BALDOCK1 and BENTON, Circuit Judges.
________________
-2-
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, UCAPs 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
UCAPs 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 UCAPs financial condition. The defendants removed the case to federal
court. McCord then filed counterclaims against two of the investors who were also
members of UCAPs 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.
-3-
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. McCords counterclaims against
McAdams and Homm also remain pending.
Shortly after the district courts 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 Courts 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
-4-
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 McCords 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
-5-
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 courts 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
Dept 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 courts
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 courts 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.
-6-
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
UCAPs financial condition. Likewise, the litigation of McCords counterclaims will
also involve alleged misrepresentations of UCAPs financial condition. McCords
counterclaims allege that, as a member of the audit committee of the board of
directors, McAdams had greater access to UCAPs financial information and records
and thus had a duty to provide such financial information to McCord and to the other
investors. McCords 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 Homms breach of his
fiduciary duties directly and proximately caused UCAPs financial failure and that
Homm knew or should have known this would occur in light of his access to UCAPs
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).
-7-
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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