Holloway; Donald A. Hayden; Donald E. Tanner; Matthew E. Wright; James Pihakis; Benjamin E. Abbott, Jr. Roth; Don L. Atkins; Sam A. Calvin W. Wilson, Pensacola, Fla. Ramsey McKinney, Jr. Jack E. Held, C. Clarence M. Small, Jr. McCollister, George E. Holloway, Donald A. Hayden, Karl E. Rodriguez, and Sam Gallo the "moving individual defendants" which two motions for summary judgment are addressed to the First, Second, Third and Fourth causes of action set forth in the complaint, as amended August 7, and as amended March 18, This cause is also before the court on the January 14, motions to dismiss of American Bank, the moving individual defendants and defendant Calvin Wilson directed to the Fifth, Sixth, Seventh, Eighth, Ninth and Tenth causes of action set out in the third, fourth and fifth amendments to the complaint.
The issues raised by the motions have been ably presently to the court by excellent briefs after ample opportunity for discovery with regard to the issues presented. The motions are ripe for a ruling thereon. His complaint, through the fifth amendment, states ten causes of action. In summary, plaintiff complains of three securities frauds, which drained the resources of LICA until it was forced into receivership.
The three securities frauds alleged are: 1 the Calvin Wilson transaction; 2 the Transamerican Securities Company, Inc. The various motions now before the court present a variety of issues but this memorandum of decision will address only the affirmative defense of the statute of limitations addressed to the first eight causes of action and the failure of the Ninth and Tenth causes of action to state a claim under RICO upon which relief may be granted.
While the officers and directors of the foregoing were not identical, there was sufficient common identity of officers and directors to assume validity to the allegations in the complaint that certain of the defendants who were officers and directors of such corporations, through the dominance and control of other officers and directors who are not defendants, dominated and controlled the corporations. LICA was an insurance company which at all times was subject to the supervision of the Department of Insurance of the State of Alabama.
As stated earlier, the causes of action pursued in the complaint center around three alleged fraudulent transactions. On December 15, , that court appointed Charles E. Crawford, Chief of Receivership Division of Alabama Department of Insurance, as Receiver "of all the property, assets and estate" of LICA and directed the Receiver "to take immediate possession of said property, including the premises and all rights of action, as well as the books, papers, evidence of debt and all other property of every kind whatsoever belonging" to LICA.
The Receiver was expressly authorized by statute and directed by court order to hire legal, clerical, managerial and other employees necessary to discharge his responsibility. Plaintiff W. Larry Hunt is the successor Receiver, having been appointed by the state court on January 23, The federal securities law contains no statute of limitations for 10b-5 claims. Therefore, a court must look to the law of the forum state for the closest substantive state cause of action and graft the statute of limitations from that cause of action onto the federal securities fraud claim.
In Alabama, the choice is between the one-year statute for common law fraud, Ala. Diamond v. Lamotte, F. First, the court must compare the essential elements of the federal cause of action with the available choices under state law, looking not just to the elements of the causes of action, but also comparing the similarities of purpose that underlie the state and federal causes of action, in choosing the most analogous state cause of action.
Second, the period of limitations for the state categorization of the action is applied, unless the categorization or the limitation period is inconsistent with federal policy. The primary distinction between the Alabama Blue Sky law and the federal securities law 10b-5 claim is that the Alabama securities fraud remedies can only be sought by a purchaser whereas the federal remedy is open to both sellers and purchasers.
White v. Sanders, F. Thus in the instant action where LICA occupied the position of a purchaser, the applicable statute of limitations for the federal securities law claims is two years. The pivotal question in the instant case is when the period of limitations began to run. Regardless of the state statute of limitations adopted, a federal court is bound to follow the federal rule with regard to when the clock starts running. The test for when the statute begins to run is an objective one.
The plaintiff's actual knowledge need not be proved. At that time when the plaintiff knew or should have known of facts sufficient to indicate that the fraud had taken place, the statute begins to run. Thus, for our purposes, the inquiry must concentrate on when the holder of the claim had either actual knowledge of the alleged violation or notice of facts which, with the exercise of due diligence, would have led to actual knowledge thereof.
Mortgage Corporation of the South, F. Muscat, F. The instant action was commenced April 22, , approximately six years after the Calvin Wilson transaction, approximately four years after the Transamerican Securities Company, Inc. The claims embraced in the action belonged to LICA. While LICA knew of the existence of the fraudulent transactions at the time the transactions took place because it was a party to the transactions, the court is assuming arguendo complete domination and control of LICA by the defrauding officers and directors.
Therefore the running of the statute of limitations would not begin until knowledge concerning the alleged fraudulent transactions was available to persons or entities other than LICA or its officers and directors who had the right to pursue avenues of redress, on behalf of LICA, for the alleged fraudulent transactions. Where a corporation, such as LICA, fails to pursue a claim which is owned by it, shareholders of the corporation are permitted to bring a derivative action to redress the injury to the corporation.
Of course, a receiver appointed to represent a corporation has the right to pursue such claims; but more importantly, a receiver often has a duty imposed by a court and by statute to pursue such claims. Thus the statute of limitations may begin to run when it is clear that shareholders of the corporation, with an interest in redressing wrongs against their corporation, are or should be aware of the fraudulent activities damaging their corporation.
If such knowledge or notice of facts is never garnered by shareholders, then the statute may begin to run when a court appointed receiver knows of the fraudulent transaction or acquires notice of facts which with the exercise of due diligence would lead to actual knowledge thereof. At this point, the court is assuming PAC was dominated and controlled by the same interlocking directors and officers that controlled LICA.
These independent shareholders had actual knowledge of extensive frauds perpetrated upon LICA at least by September of In September of , Wesley Lambert, Jr. The action was styled Wesley Lambert, Jr. Pacific American Corporation, et al. Paragraph 10 of the Lambert complaint describes the Advanced Education, Inc. Paragraph 13 of the Lambert complaint describes the Calvin Wilson transaction as follows:.
The applicable two-year statute of limitations began to run at least by September 8, when the Lambert complaint was filed and the causes of action based on securities fraud associated with the Calvin Wilson transaction and the Advanced Education, Inc. Of course, the causes of action based upon common law fraud arising from those transactions were barred as of September 8, , fifteen months prior to such appointment.
The shareholder knowledge of the wide variety of frauds perpetrated by the dominating officers and directors of LICA reflected in the Lambert complaints would, for purposes of the statute of limitations, also demand continuing inquiry by those shareholders into the affairs of LICA. By virtue of the notice to the shareholders afforded by the descriptions of the securities and other frauds in the Lambert complaint, an objective test with regard to the commencement of the running of the statute of limitations for the Transamerican Securities Company, Inc.
In any event, shareholders with knowledge of the pervasive frauds described in the Lambert complaint should have known of the Transamerican Securities Company, Inc. See generally Armstrong v. McAlpin, F. The common law fraud claim based on that transaction was barred by the one-year statute of limitations prior to the appointment of the Receiver, and the securities fraud claim based on that transaction was barred by the two-year statute of limitations long before plaintiff commenced the instant action.
The foregoing is a sufficient basis upon which to grant the pending motions for summary judgment addressed to causes First, Second, Third and Fourth in the amended complaint and, after proper notice, to convert the pending motions to dismiss into motions for summary judgment and to grant them as addressed to causes Fifth, Sixth, Seventh and Eighth. But there is a separate and independent reason why the claims set forth in causes First through Eighth are barred by two-year securities fraud claims and one-year common law fraud claims statutes of limitations.
That reason concerns the delay by the Receiver in bringing this action until twenty-eight months after his appointment. A receiver stands in the shoes of the corporation and can only assert those claims that the corporation could assert.
See Lank v. New York Stock Exchange, F. See also Porter v. Thus, were the court not assuming that LICA was under the domination and control of defrauding officers and directors, the Receiver would be barred by the applicable statute of limitations. But, because of that domination and control, the running of the statute is tolled, but only during the period of domination and control.
The period of tolling ended and the statute began to run at that time. The undisputed facts hereafter discussed demonstrate that the Receiver, at the time of his appointment, at the very least had notice of facts which with the exercise of due diligence would have led to actual knowledge of the subject frauds.
As pointed out in Armstrong, supra, at page A receiver who is brought in to manage a failing insurance company is on notice of problems with the company by virtue of the fact that he is needed. Furthermore, the court order appointing the Receiver specifically directs him to take charge of every aspect of the company and to rehabilitate the company.
As noted earlier, Ala. The Receiver must be held to the highest level of "due diligence" in ferreting out those claims held by LICA. A strict application of the statute of limitations to the Receiver imposes no undue hardship under the facts established in the instant case. A receiver for an insurance company in Alabama is only appointed after an examination of the company reveals that it is "impaired," i. Weaver depo. The product of that examination is in the hands of the Alabama Department of Insurance.
A receiver is selected by the Commissioner of Insurance and then established by court order. It would be a gross admission of governmental inefficiency not to charge such a receiver with notice of facts determined by the pre-receivership investigation, particularly under the facts in this case. His immediate supervisor was the Commissioner of Insurance of Alabama the head of the Alabama Department of Insurance Crawford deposition at 12, Plaintiff in the case at bar, W.
Larry Hunt, was Mr. By statute the rehabilitation, liquidation, reorganization and conservation of insurers is the responsibility of the Commissioner of Insurance. The Calvin Wilson transaction took place on June 19, In Otis D. Weaver's December 12, report to the Commissioner of Insurance on the examination of the affairs and financial conditions of LICA, he comments.
American Bank Exhibit 2 to deposition of Otis Weaver. American Bank Exhibit 3 to deposition of Otis Weaver at page The conflict of interest that underlay this transaction was apparent from the Annual Statement for the year ended December 31, , in which the interlocking directorships of ICA and LICA are reported and graphically demonstrated. Weaver testified that he understood Mr. McCollister "practically owned" the American Bank Weaver depo. American Bank Exhibit 6 to deposition of Charles Crawford at page As noted earlier, the interest on these debentures was payable monthly beginning July 1, , and the purchase of these debentures was the subject of a LICA Board of Directors' meeting on July 2, , during the period of ongoing examination of LICA by the Department of Insurance.
Only one payment of interest was received by LICA, the debentures were missing and no payment of the principal on the debentures was received. A receiver charged with the responsibility of running an insurance company and empowered with the ability to hire specialized assistants to assist him in running the company must be held to the highest standard of due diligence. While the federal court Lambert case had been dismissed by December 15, , when the Receiver was appointed, the state court Lambert case was still pending.
On December 15, , William Jackson was employed as counsel for the Receiver. See Ex rel. Payne v. On April 9, more than two years before the instant action was filed , Mr. Jackson formally entered an appearance on behalf of the Receiver in the state court Lambert action. Jackson had actually been involved earlier in that state action as the attorney for the Receiver of LICA. See Lambert et al. Pacific American Corp. There simply is no doubt that concrete objective facts were available to the Receiver more than two years prior to April 22, , so that had he exercised any diligence at all, he would at the very least have discovered the alleged frauds.
Although not enumerated herein, the Department of Insurance had in its files prior to the appointment of the Receiver countless other documents which constitute notice of facts which, if pursued at all, would have led to actual knowledge of subject fraudulent activity. To paraphrase the court in Armstrong, supra, the tortuous history of LICA during the several years prior to the appointment of the Receiver was such that a fiduciary such as the Receiver who did suspect chicanery at the time of appointment must have had his head in the sand.
The court has made an earlier determination that, by reason of the actual knowledge of shareholders of PAC more than two years prior to the appointment of the Receiver, all claims asserted on behalf of LICA in causes First through Eighth were barred by the applicable statute of limitations before the Receiver was appointed. Even if the court is wrong in this determination, the foregoing discussion makes plain that, more than two years prior to April 22, , the Receiver either had actual knowledge of the subject fraudulent transactions or at the very least had notice of facts which with the exercise of due diligence would have led to actual knowledge thereof.
That is a sufficient basis upon which also to grant the pending motions for summary judgment addressed to causes First, Second, Third and Fourth in the amended complaint and, after proper notice, to convert the pending motions to dismiss into motions for summary judgment and to grant them as addressed to causes Fifth, Sixth, Seventh and Eighth.
The court has, for the purpose of resolving the issues thus far resolved, treated the Transamerican Securities, Inc. He serves as the Chairman of the Board for Taziki's and Fatback. A valuable member of the team, John Michael offers years of invaluable experience.
Bodnar joined Fresh in after several years at Goldman Sachs. His background makes him a crucial contributor to the Fresh team. Austin Fabel has worked in the food and technology industry his entire career. Austin works to develop the Fresh Technology business through an understanding of the needs and concerns of all stakeholders involved.
Bill was raised in the restaurant business in Middle Tennessee, after his parents migrated from Greece to Nashville. GReKo strives to recreate that experience from the streets of Greece - food made with intention, food made with the freshest ingredients, and food enjoyed with family and friends by the fire that grilled it. Chris started his career as a help desk manager, and still acts as the last line of support for our team.
David is a true Hospitality leader and veteran. In , Doug went to work with the investment firm of Smith Barney and stayed until his retirement in Martin, Jr. From founding a technology company to teaching software classes, her success stems from an ability to set goals and stop at nothing to attain them.
Upon graduation, McConnell returned to his Tennessee roots to share his love of food and cooking with the fine folks of Franklin. Jess graduated from WVU in and quickly became an audit senior at Deloitte, moving onto talent management for the company. She currently is the resident master of all things accounting for Fresh.
He brings a unique understanding of not only the nebulous world of marketing and branding, but also insight into how ideas have to be executed on the ground. He founded City Grocery, an Oxford Restaurant, and has gone one to open up 4 additional brands including Big Bad Breakfast, and Snackbar across multiple locations and states.
Before founding I Love Juice Bar with his wife, Vui, John consulted for clients, with a focus on business start ups, brand development, marketing strategy, operations, and growth and development. Joseph Bogan founded the Grilled Cheeserie with his wife, Crystal. The Grilled Cheeserie is Nashville's favorite food truck, and now a melt shop, serving up gourmet grilled cheese melts and nostalgic treats featuring seasonally inspired, responsibly sourced products.
Joseph and Crystal's love for their planet motivates them to use eco-conscious business practices. Through sourcing top quality seasonal ingredients, he is known for creating delicious dishes that honor the deep-rooted traditions of the South.
After a trip to Greece with his wife in , Keith returned to the South with a palate for Greek cuisine. Now, almost 20 years later, his dream of providing Greek culinary creations for families looking for healthy choices has kept customers coming back time and time again. Laura Wilson has been cooking professionally in Chattanooga, New Orleans and Nashville for over 20 years, working as executive chef at restaurants such as the Red Fish Grill and Ombi.
She is now the Owner Operator at Citizen Kitchens, a membership-based food business incubator for Nashvilians looking grow a food-based business. Mollie brings over 10 years of restaurant and retail operations experience to Fresh Hospitality. Beginning in , Mollie opened and operated her first independent restaurant, which continues to thrive today.
She took a break from fine dining in when Whole Foods Market recruited her to Nashville. Currently, he advises the acquisition, development of new assets, provides management and oversight on the day to day operation of stabilized assets, and pursues opportunities to grow Fresh Capital.
Pat Martin learned the art and craft of West Tennessee-style smoke and meat 25 years ago in the tiny town of Henderson, TN before making Nashville his home. It became a consuming passion that eventually led to a business when he opened the first Martin's Bar-B-Que Joint in October of in Nolensville, Tennessee - just south of Nashville. Today, there are four locations in the Nashville area, including the newest serving those seeking great BBQ in Downtown Nashville.
Sunset Pointe is an award-winning waterfront seafood restaurant with farm to table, local gulf seafood and mixology bar. He joined Fresh as an intern, and currently serves as the head of design. During his time at Fresh, he has managed the rebranding of restaurants, companies, and multiple products.
His work is seen on the web, in print materials, and in every new Technology product. Rusty has a degree from West Virginia University.
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At American Pioneer, chief executive Richard Swann received a percent increase in his salary while his institution's profit tumbled 64 percent. Other one-time events also drove down profit, but American Pioneer said it ended the year with a larger capital base.
Three companies among the top 25 appear to have given shareholders a bargain in executive pay. RoTech Medical Corp. Southern Security Life Insurance Co. At Harris Corp. Harris Corp. Boyd, whose responsibilities declined during the year, retired last fall and the company elected Hartley chairman, in addition to his other duties.
Boyd was among only a handful of Central Florida executives to receive less money. Lawing received a bonus in to retire a loan he had received from the company to purchase a stake in a real estate partnership. Dudley Garner, president of Symetrics Industries Inc. The endowment ensures that, in the future, when Edge retires or takes a teaching role, the SFA's fully-funded leadership position will be called the John T. Edge Director of the Southern Foodways Alliance.
When the endowment vests, it will support the salary of the SFA director position occupied by Edge. The John T. Current Issue. All Posts. University Accepts Challenge of Alabama Restaurateur. Recent Posts See All.