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Wachovia Securities, LLC v. Neuhauser

United States District Court, Seventh Circuit

June 27, 2013

WACHOVIA SECURITIES, LLC, Plaintiff,
v.
DAVID NEUHAUSER, et al., Defendants.

CORRECTED MEMORANDUM OPINION AND ORDER

VIRGINIA M. KENDALL, District Judge.

Plaintiff/Judgment-Creditor Wachovia Securities, LLC successor in interest to Prudential Securities Incorporated ("Wachovia"), sued Loop Corporation ("Loop") for breach of a margin agreement. Wachovia subsequently obtained an arbitration award against Loop, which was confirmed by a court of this district in the amount of $2, 478, 418.80, plus attorneys' fees and costs. See Wachovia v. Loop Corp., Case No. 05 C 3788 (N.D. Ill.) (the "Loop Action"). Wachovia also initiated the present action against Loop's owners, including Defendants Andrew A. Jahelka ("Jahelka"), Richard O. Nichols ("Nichols"), and Leon A Greenblatt, III ("Greenblatt, " and together with Jahelka and Nichols, the "Individual Defendants") for veil-piercing, fraudulent transfer, and other violations of Illinois law arising from the Individual Defendants' improper relationship with Loop. See Wachovia v. Greenblatt, et al., Case No. 04 C 3082 (the "Greenblatt Action").[1] Following a bench trial, this Court found Individual Defendants jointly and severally liable for the damages owed by Loop. Based on this finding, the Court entered judgment against Individual Defendants in the amount of Loop's damages for breach of the margin agreement, plus additional interest in the amount of $382, 287.61, plus separate attorneys' fees and costs in the amount of $1, 110, 669.45. To date, a total of $1, 492, 957.06 plus post-judgment interest remains unsatisfied.

This Court referred all post-trial motions to Magistrate Judge Maria Valdez. Wachovia moved for turnover of certain assets of Individual Defendants (Dkt. 673, 675, 715) and also moved for contempt against Banco Panamericano, Inc. ("Banco") for failure to comply with this Court's order to answer a citation to discover assets (Dkt. 669). Individual Defendants opposed any turnover or contempt finding, and also moved separately for relief from judgment in the Greenblatt Action on grounds that Illinois law's "one satisfaction rule" deems Wachovia to have accepted full satisfaction of both judgments by virtue of its having accepted satisfaction of the Loop Action. (Dkt. 645).

Magistrate Judge Valdez issued four separate Report and Recommendation opinions (the "R&Rs") recommending that this Court deny the motion for relief from judgment (Dkt. 746), grant Wachovia's motion for turnover of EZ Links Golf, Inc. stock (the "EZ Links Stock") held by Loop (Dkt. 748), grant Wachovia's motions for turnover of Defendant Jahelka's fine art, automobile, and personal funds (Dkt. 750), and grant Wachovia's motion for contempt against Banco (Dkt. 752). Various Individual Defendants and third parties have objected to the four R&Rs. For the reasons stated below, the objections are overruled and the Court adopts each R&R in its entirety, with instruction to Judge Valdez to revisit the mechanics of the EZ Links Stock sale.

Standard of Review

Upon specific objection to a magistrate judge's report and recommended disposition of a dispositive motion, "a just of the court shall make a de novo determination of those portions of the report or specified proposed findings or recommendations to which objection is made." 28 U.S.C. ยง 636(b)(1); Fed.R.Civ.P. 72(b)(3). In contrast, recommendations by a magistrate judge for non-dispositive matters shall be reviewed under the "clearly erroneous or contrary to law" standard of review. Fed.R.Civ.P. 72(a). The district court judge makes the ultimate decision to adopt, reject, or modify the recommendation, or return it to the magistrate judge with further instructions. Schur v. L.A. Weight Loss Ctrs., Inc., 577 F.3d 752, 760 (7th Cir. 2009), Fed.R.Civ.P. 72(b)(3). Because the four reports and recommendations issued by Judge Valdez concern dispositive matters, the Court reviews each objection below de novo.

Objections

A. Objections Regarding the Motion for Relief from Judgment

Jahelka, Nichols and Greenblatt object to the R&R on the Motion for Relief from Judgment on grounds that Magistrate Judge Valdez incorrectly determined that the Illinois "one satisfaction rule" does not apply to the Loop Action and the Greenblatt Action. Specifically, they object that Magistrate Judge Valdez incorrectly concluded that the Loop Action and the Greenblatt Action alleged separate injuries, thereby nullifying the application of the rule.

Illinois law limits a plaintiff who has obtained judgments against more than one party for the same loss to a single satisfaction for a single injury. See Hentz v. Unverfehrt, 604 N.E.2d 536, 541 ( Ill. App. 1992). The rule operates to prevent double recovery by a plaintiff, or the overcompensation of a plaintiff, for a single injury. See, e.g., Phoenix Bond & Indem. Co. v. Bridge, 2012 WL 8706, *1 (N.D. Ill., Jan. 2, 2012) (quoting BUC Int'l Yacht Council Ltd., 517 F.3d 1271, 1277 (11th Cir. 2008). Judge Valdez correctly assessed the injuries in the Loop Action and the Greenblatt Action and concluded that the single action rule is inapplicable here. The Loop Action and the Greenblatt Action allege different injuries: Wachovia sued Loop for breach of contract but sued the Individual Defendants for their systematic looting of corporate assets and failure to adhere to corporate legalities, which actions amounted to a "shell game" that inhibited Wachovia from recovering the amounts Loop failed to pay under the contract. The facts at issue in the Greenblatt Action were of considerably wider scope of facts than those at issue in the Loop Action, and primarily involved the conduct of individual actors rather than Loop.

Individual Defendants make much of this Court's language in the bench trial opinion in the Greenblatt Action that the Loop Action's judgment was the sine qua non of the Second Judgment in the Greenblatt Action. But Wachovia is not seeking to collect the amounts owed under the Loop Action Judgment in this action. All parties agree that those damages have been satisfied. Wachovia is now seeking only the attorneys' fees and the interest earned from the prosecution of the Greenblatt Action - amounts that would never have been incurred had Loop made good on what it owed under the Loop Action. Collection of these amounts, owed under the Greenblatt Action but not the Loop Action, is not "overcompensation" for the injury from the breach. It is compensation for the additional injury of an entirely new suit in order to collect amounts previously owed. To seek the damages owed under the Greenblatt Action that are in excess of those paid through satisfaction of the Loop Action is entirely appropriate and Jahelka's and Nichols' objections are overruled.

Individual Defendants' Motion for Relief from Judgment is in fact an attempt to spring a restrictive view of the one satisfaction rule on Wachovia to bind them to the lower of the two judgments obtained against an intertwined collection of corporation and individuals. The attorneys' fees and costs incurred by Wachovia in the Greenblatt Action, a 3-year litigation against the Individual Defendants for corporate malfeasance, represent collection efforts by Wachovia wholly separate from any underlying breach by the corporate entity Loop, efforts that took years of proceedings in both actions to attempt to collect anything whatsoever on amounts found rightly owed to Wachovia. To deprive Wachovia of the right to collect on those attorney fees and costs after this costly and hard fought battle would be contrary to Illinois law and simply unfair. The objections to the Report and Recommendation (Dkt. 746) are overruled.

B. Motion for Turnover of Jahelka's EZ Links Stock Held by Loop

Defendants Jahelka and Loop object to the R&R recommending that this Court grant Wachovia's Motion for Turnover of Defendant Jahelka's EZ Links Golf, Inc. stock (the "EZ Links Stock"). The R&R regarding the EZ Links Stock is adopted in its entirety. Wachovia does not seek turnover of all of Loop's holdings of EZ Links Stock; rather, Wachovia only seeks turnover of 30%. This Court has already made a determination that Jahelka is the alter ego of Loop, and that ruling has been upheld on appeal to the Seventh Circuit. Jahelka admitted in his deposition that he is the owner of 30% of Loop. ...


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