This order in Trondheim Capital Partners LP et al v. Life Insurance Company of Alabama et al in the US District Court for the Northern District of Alabama was published today:
This matter comes before the court on the parties’ Joint Status Report (doc. 52), which the court will construe as a motion by the plaintiffs for leave to file an amended complaint. For the reasons set forth below, the court will GRANT the motion and will grant the plaintiffs leave to file one final amended consolidated complaint.
In its prior Order (doc. 51), the court found that it erroneously abstained from hearing the Shareholders’ claim for judicial dissolution in light of the decision of the United States Court of Appeals for the Eleventh Circuit in Deal v. Tugalo Gas Co., --- F.3d ----, 2021 WL 1049813 (11th Cir. Mar. 19, 2021). The court ordered the parties to submit a Joint Status Report and to include proposals for moving forward in light of Deal.
In the Joint Status Report (doc. 52), the plaintiffs request leave to file “one final amended complaint asserting the derivative claims and reinstating the dissolution claim,” which in turn would “allow Defendants an opportunity to answer those claims or move to dismiss.” The plaintiffs also request to proceed with discovery while any motion filed by defendants remains pending. (Doc. 52 at 3).
The defendants request a briefing schedule to allow this court “to determine if it has jurisdiction to consider the dissolution claim[] before considering Plaintiffs’ remaining claims.” According to the defendants, “Deal concludes with the directive that the district court make…a determination of jurisdiction;” accordingly, they ask the court to follow that course here. (Doc. 52 at 3).
Although the defendants correctly point out that the Eleventh Circuit in Deal ordered the district court to decide on the merits “whether the governing state law permits a federal court to dissolve a state-chartered corporation,” plaintiffs’ claim for judicial dissolution is not currently pending before this court, because this court dismissed that claim without prejudice. Deal, --- F.3d at ----, 2021 WL 1049813 at *9; (doc. 50).
Accordingly, pursuant to Fed. R. Civ. P. 54(b), the court sua sponte WITHDRAWS its Memorandum Opinion (doc. 49, § III.B) and Order (doc. 50) ONLY as to its rulings to abstain from hearing and to dismiss Count Two of the Shareholders’ Direct Complaint—the claim for judicial dissolution—and to stay the case. The court LIFTS the stay pursuant to such withdrawal.
The court next construes the Shareholders’ proposal in the Joint Status Report (doc. 52 at 3) as a motion for leave to amend pursuant to Fed. R. Civ. P. 15(a)(2). Because the court previously dismissed Counts One, Two, and Three of the Direct Complaint and the entire Derivative Complaint without prejudice, and because Fed. R. Civ. P. 15(a)(2) requires the court to “freely give leave [to amend] when justice so requires,” the court will GRANT that motion and will grant the Shareholders leave to file one final amended, consolidated complaint containing the claim for judicial dissolution and any other claims—both derivative and direct—against all defendants. The Shareholders shall file their amended complaint on or by April 22, 2021.
This procedure will allow the defendants the opportunity to move to dismiss the claim for judicial dissolution in light of Deal’s directive, but will promote judicial economy by also allowing the court to consider at the same time any other matters in this case.
DONE and ORDERED this 7th day of April, 2021.
The LICOA Concerned Shareholders website has the documents that the Concerned Shareholders have received from books and records inspections of LICOA.
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