Armada (Singapore) Pte Ltd. v. Amcol Int'l Corp.
Opinion of the Court
*1091The plaintiff in this case is a Singaporean shipping company. It entered into shipping contracts with an Indian mining company, but the Indian company breached those contracts. Now, the plaintiff believes that American businesses engaged in racketeering activity to divest the Indian company of assets so as to thwart the plaintiff's attempts to recover damages for the breached contracts. Seeking redress for this alleged wrong, the plaintiff brought this lawsuit, claiming violations of the Racketeering Influenced and Corrupt Organizations Act ("RICO"). While the plaintiff's case was pending in the district court, the Supreme Court decided RJR Nabisco, Inc. v. European Community , --- U.S. ----,
I.
As this case comes to us on appeal from judgment on the pleadings, we present the facts as stated in the plaintiff's amended complaint. See Matrix IV, Inc. v. Am. Nat'l Bank and Trust Co. of Chicago ,
Originally, Ashapura focused its business on the production and marketing of the mineral bentonite. But in 2007 and early 2008, Ashapura expected to sell large quantities of the mineral bauxite in China. Needing to get that bauxite to China, in April 2008 Ashapura entered into two long-term contracts of affreightment with Armada (Singapore) PTE Limited ("Armada"), a foreign corporation with its principal place of business in the Republic of Singapore. Unfortunately, Ashapura encountered problems with its bauxite suppliers, so it defaulted under the contracts with Armada at the end of September 2008. Ashapura failed to pay Armada for the shipment Armada had already carried and did not provide any further cargoes.
*1092Armada subsequently initiated two arbitration actions in London against Ashapura, one for each contract. The arbitrator found for Armada and awarded more than $70,000,000 in two awards on February 16, 2010. About a year and a half later, Armada had the arbitration awards recognized by the United States District Court for the Southern District of New York, which entered a judgment for Armada. Armada had the judgment registered with the United States District Court for the Northern District of Illinois the next year. In addition to this activity, Armada sought to collect on its awards by filing maritime attachment proceedings in New York and Illinois, naming Amcol as garnishee. Through these actions, Armada was able to garnish and recover approximately $687,000 worth of debts that Amcol owed to Ashapura.
But Armada thinks Amcol obstructed its attempts to recover from Ashapura, and this brings us to the crux of the matter currently before the court. Armada alleges Amcol used its influence as Ashapura's largest shareholder to engage in a number of schemes aimed at draining Ashapura of assets to thwart Armada's collection efforts. These plots ranged from routine collection avoidance-such as having Ashapura file for protection with the Board of Industrial and Financial Reconstruction in India and file a Chapter 15 bankruptcy petition in the United States-to more complicated methods-such as setting off debts owed by Ashapura affiliates against debts Amcol owed to Ashapura.
In 2013, Armada filed this lawsuit against Amcol, Ashapura, and five John Does. In July 2015, Armada filed an amended complaint setting out state-law claims for fraudulent transfer, wrongful dividend, and breach of fiduciary duties and a claim for maritime fraudulent transfer. Armada also made two claims pursuant to RICO's private right of action,
While the case was pending, the Supreme Court decided RJR Nabisco and announced a domestic-injury requirement for civil RICO cases. Just over a month later, Amcol filed a motion for judgment on the pleadings. The district court entered judgment for Amcol on the state-law claims. The district court also entered judgment on the RICO claims, concluding that Armada's claimed injury-harm to its ability to collect on its judgment and other claims-was economic. Because economic injuries are felt at a corporation's principal place of business, and Armada's principal place of business is in Singapore, Armada had not pleaded a "domestic injury" as required by RJR Nabisco . However, the district court allowed the maritime fraudulent transfer claim to go forward, so it denied Amcol's motion to that extent. Armada now brings this interlocutory appeal, challenging only the district court's ruling concerning the RICO claims.
II.
Our review of the grant of a motion for judgment on the pleadings is de novo . St. John v. Cach, LLC ,
*1093
But we do not ask only whether Armada has pleaded an injury. We also must determine, in light of RJR Nabisco , whether that injury is "domestic." Regrettably, the Supreme Court did not have occasion to elaborate on what it meant in RJR Nabisco by "domestic injury," as the plaintiffs in that case had specifically waived their claims for domestic injuries. See
Having announced the domestic-injury requirement, but having declined to define the term, the Court cautioned that "application of this rule in any given case will not always be self-evident, as disputes may arise as to whether a particular injury is 'foreign' or 'domestic.' "
In October of last year, the Second Circuit became the first court of appeals to address the "domestic injury" issue. In Bascuñán v. Elsaca ,
On appeal, the Second Circuit rejected such a one-dimensional approach, noting that RICO's requirement that injury must be to business or property means all *1094RICO claims are by nature based on "economic" injury. See
Both Armada and Amcol tell us Bascuñán is a win for them. At oral argument, Armada maintained that its judgment and claims are tangible properties located in the United States. For its part, Amcol argued that there is no tangible property in this case, only "a bundle of litigation rights," and that the connections to the United States are too tenuous to make Armada's alleged injuries domestic. We agree with Amcol.
To begin with, the property Armada claims Amcol has harmed is not tangible. A "tangible asset" is one "that has a physical existence and is capable of being assigned a value." Tangible asset , Black's Law Dictionary (9th ed. 2009). As much as a judgment or a cause of action is a piece of property, it does not have a "physical existence." The property at issue here, then, is an "intangible asset," which is one that "can be amortized or converted to cash, such as patents, ... or a right to something, such as services paid for in advance." Intangible asset , Black's Law Dictionary (9th ed. 2009); see also Blodgett v. Silberman ,
The Second Circuit's reasoning in Bascuñán focused on how to address situations involving tangible property. Here, we must determine where to locate an injury to intangible property. As we noted above, the Supreme Court directs us to focus on where the injury is suffered . To "suffer" is "[t]o experience or sustain ... [an] injury." Suffer , Black's Law Dictionary (9th ed. 2009). It is well understood that a party experiences or sustains injuries to its intangible property at its residence, which for a corporation like Armada is its principal place of business. See, e.g. , *1095Kamel v. Hill-Rom Co., Inc. ,
III.
A plaintiff advancing a civil RICO claim must allege a domestic injury. Armada has not done so. Therefore, the district court's entry of judgment on the pleadings on the RICO counts of Armada's amended complaint is AFFIRMED.
See
Reference
- Full Case Name
- ARMADA (SINGAPORE) PTE LIMITED v. AMCOL INTERNATIONAL CORPORATION
- Cited By
- 43 cases
- Status
- Published