American Premier Underwriters, Inc. et al v. National Railroad Passenger Corporation
Filing
101
ORDER denying 97 Plaintiffs' Motion to reconsider or alter the 2/23/15 Order. Signed by Judge Sandra S Beckwith on 6/8/15. (mb)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF OHIO
WESTERN DIVISION
American Premier Underwriters, Inc., et. al.,
Plaintiffs,
vs.
National Railroad Passenger Corporation,
Defendant.
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Case No. 1:08-cv-346
ORDER
Plaintiffs have filed a motion under F.R.C.P. 59(e), asking the Court to reconsider
its Opinion and Order of February 23, 2015. In that Order, this Court granted
Defendant’s motion to dismiss Count IV of Plaintiffs’ complaint, finding that claim
accrued no later than October 1, 2002. Plaintiffs’ complaint, filed May 19, 2008, was
therefore time-barred by the applicable three-year statute of limitations. (Doc. 95)
Plaintiffs’ motion argues that the Court committed a clear error of law, resulting in a
manifest injustice. (Doc. 97) Defendant opposes the motion (Doc. 98), and Plaintiffs
filed a reply. (Doc. 100)
A motion for reconsideration is disfavored, but may be granted if the Court
commits a clear error of law; if newly discovered evidence which was not available
previously is presented; if there is an intervening change in controlling law; or to prevent
“manifest injustice.” Gencorp Inc. v. American Int’l Underwriters Co., 178 F.3d 804, 834
(6th Cir. 1999). Plaintiffs contend that this Court clearly erred in concluding that its
procedural due process claim accrued no later than October 1, 2002, because the Court
did not explicitly consider a 2004 Congressional conference committee report that
accompanied a 2005 federal omnibus spending bill. In that report, Plaintiffs note that
the conference committee “urged” Amtrak and its common stockholders (including
Plaintiffs) to resolve the matter of stock redemption “expeditiously.” Plaintiffs suggest
that this report should be treated as authoritative legislative history of the 1997 ARAA,
which established the October 1, 2002 stock redemption deadline. And Plaintiffs
contend that because Congress “directed” the parties to resolve the redemption dispute,
it must have intended to extend the October 1, 2002 deadline.
The Court rejects Plaintiffs’ argument. As this Court previously observed,
nothing prevented Plaintiffs from taking appropriate steps to preserve their due process
claim against Amtrak, such as by filing a timely lawsuit or obtaining a tolling agreement.
The Court does not view a Congressional committee’s expression of impatience,
“urging” the parties to resolve a dispute, to be of legally binding significance in
determining the date of claim accrual. Congress did not amend the 1997 ARAA or alter
the language it used in that statute: “Amtrak shall, before October 1, 2002, redeem all
common stock previously issued, for the fair market value of such stock.” (emphasis
added) Plaintiffs concede that Amtrak offered to redeem the stock well before that
deadline; the remaining dispute was not about a refusal to redeem per se, but about the
fair market value of the stock at that time.
Plaintiff cites Sioux Tribe of Indians v. United States, 316 U.S. 317 (1942), and
California by Brown v. Watt, 683 F.2d 1253 (9th Cir. 1982), for the principle that postenactment Congressional committee statements may be relevant and helpful in
interpreting federal legislation. But the facts of those cases are inapposite. For
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instance, in California v. Watt, the Ninth Circuit considered the scope and meaning of
the phrase “directly affecting the coastal zone” used in the Coastal Zone Management
Act (16 U.S.C. §1456(c)(1)), in considering the state of California’s challenge to the
Interior Secretary’s decision to grant oil leases off the California coast. The legislative
history included post-enactment committee reports suggesting that Congress intended
the phrase “directly affecting” to be broadly interpreted. In this case, however, there is
no need to interpret broadly or ambiguously worded legislation. The ARAA is clear and
unambiguous, and established a deadline by which redemption at fair market value
must occur.
Plaintiffs also contend that the Court clearly erred in concluding that the claim
accrued on October 1, 2002 because that conclusion contradicts Plaintiffs’ well pleaded
factual allegations. The complaint alleges that between 2004 and 2007, the parties
engaged in negotiations about the redemption price, and entered into a Confidentiality
Agreement to protect proprietary information exchanged during those negotiations.
Plaintiffs previously presented these arguments in opposing Amtrak’s motion to dismiss,
and the Court rejected them. This Court specifically held:
APU contends that despite Amtrak’s unequivocal offer of 3
cents per share in 2000, and APU’s unequivocal rejection of
that offer, Amtrak did not clearly and unambiguously fail to
afford APU due process until January 2008, when Amtrak
broke off their negotiations. To accept that contention would
be tantamount to concluding that a statute begins to run
“only after a plaintiff became satisfied that he had been
harmed enough, placing the supposed statute of repose in
the sole hands of the party seeking relief.” Wallace v. Kato,
549 U.S. at 391. And such a result contravenes the basic
purpose of a limitations period.
(Doc. 95, February 23, 2015 Order at 11-12) Plaintiffs’ reiterated and restated
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arguments about the negotiations between the parties do not persuade the Court that it
should reconsider this conclusion.
The Court also concludes that no “manifest injustice” arises from the Court’s
Order. Black’s Law Dictionary defines “manifest” as “Evident to the senses, ... obvious
to the understanding, evident to the mind, not obscure or hidden ... and is synonymous
with open, clear, visible, unmistakable, indubitable, indisputable ... ”. Plaintiffs
obviously disagree with this Court’s conclusion. But their motion does not persuade the
Court that the errors they cite were “manifest” such that reconsideration by this Court is
warranted.
For all of the foregoing reasons, Plaintiffs’ motion to reconsider or alter the
February 23, 2015 Order (Doc. 97) is DENIED.
SO ORDERED.
DATED: June 8, 2015
s/Sandra S. Beckwith
Sandra S. Beckwith, Senior Judge
United States District Court
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