Mitch Nocula , an individual v. Ugs Corporation , a Delaware Corporation

ΠThis appeal was initially heard by Circuit Judges Rovner,
Williams, and Sykes. While the case was under advisement,
Judge Ann Claire Williams withdrew from participation and
took no part in the opinion.
In the
United States Court of Appeals
For the Seventh Circuit
____________
Nos. 06-3386 & 06-3447
M ITCH N OCULA , an individual, and
T OOLING S YSTEMS I NTERNATIONAL
C ORPORATION , an Illinois Corporation,
Plaintiffs-Appellants,
v.
UGS C ORPORATION , a Delaware Corporation,
and UGS S P . Z O . O ., a corporate body in the
Republic of Poland,
Defendants-Appellees.
____________
Appeals from the United States District Court
for the Northern District of Illinois, Eastern Division.
No. 05 C 5275—Robert W. Gettleman, Judge .
____________
A RGUED M ARCH 26, 2007—D ECIDED M ARCH 24, 2008
____________
Before R OVNER and S YKES , Circuit Judges.Œ

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2 Nos. 06-3386 & 06-3447
1 “Sp. z o.o.” (Spolka Z Ograniczona Odpowiedzialnoscia)
designates a Polish limited company.
S YKES , Circuit Judge. Mitch Nocula is the sole share-
holder of two corporations: Tooling Systems International
Corp. (“TSI”), an Illinois company that takes orders
for the manufacture of tools and dies, and P.Z. Alucon Sp.
z o.o. (“Alucon”), a Polish corporation that is one of TSI’s
primary subcontractors for the manufacture of the tools
and dies. Nocula and TSI claim that UGS Corporation
(“UGS”), a Texas-based Delaware corporation that sells
computer-aided design software, and UGS Sp. z o.o. (“UGS
Poland”), 1 a Polish sublicensee of UGS’s software, inten-
tionally disrupted Alucon’s business by lodging a crim-
inal complaint against it in Poland for theft of intellectual
property. In connection with the ensuing prosecution,
Polish police seized Alucon’s computers. Although the
prosecution ended in a verdict for Alucon, the computers
disappeared and Alucon’s engineering data was lost.
Nocula and TSI claim UGS and UGS Poland maliciously
instituted the Polish criminal prosecution and used it as
leverage to force the transfer of a license to use UGS’s
software from a third-party licensee, Electrode Machining
Services (“Electrode”), to Alucon. These actions form the
basis of various tort and contract claims asserted in
this lawsuit filed. UGS and UGS Poland moved to dismiss,
arguing the claims were barred by the act-of-state doctrine,
which generally prohibits federal courts from entertaining
claims that would question the validity of the acts of a
foreign sovereign under that sovereign’s laws. The district
court granted this motion. Nocula, proceeding pro se, filed
a timely notice of appeal on his own behalf. After the 30-

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Nos. 06-3386 & 06-3447 3
day appeal clock expired, counsel was retained and filed a
“corrected” notice of appeal for Nocula and TSI.
Jurisdictional defects prevent us from addressing most
of the claims in this case. The first notice of appeal—signed
and filed by “Mitch Nocula, Pro Se”—was ineffective to
provide notice of TSI’s appeal; the second notice, naming
both Nocula and TSI, was untimely. Accordingly, TSI’s
appeal must be dismissed for lack of appellate jurisdic-
tion. Nocula’s notice of appeal was timely, but most of
the claims he asserts belong to his corporation, Alucon,
which is not a party. To the extent Nocula is attempting as
a shareholder to sue in tort or contract for injuries to
Alucon, his claims are barred by the rule against share-
holder standing.
One claim arguably belonging to Nocula personally
pertains to the “wrongful” loss of the computers and
engineering data. We say arguably because the amended
complaint sometimes describes this as the property of
Alucon and at other times asserts the computers and
data belonged to Nocula personally. Either way, the dis-
trict court properly invoked the act-of-state doctrine
because the adjudication of this claim would require
American courts to question the legality of the seizure
and loss of this property during the course of the Polish
criminal prosecution. Another claim asserted by Nocula
personally is for “harassment,” which is not cognizable
under Illinois law.
I. Background
Nocula is the sole owner of TSI, a corporation in the
business of soliciting orders for custom-manufactured
machine tools and dies. TSI farms out a substantial num-
ber of these orders to subcontractors, including Alucon,

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4 Nos. 06-3386 & 06-3447
a Polish company also owned by Nocula. In the early 1990s,
Nocula wanted to use computers to streamline the other-
wise complicated and time-consuming process of making
tools and dies from prototypes. Nocula teamed up with
Charles Hahs Jr. and began to explore the use of computer-
aided design (“CAD”) applications in the tool-and-die
industry. Hahs was the owner of Electrode, a Florida
corporation, which held a license to use certain CAD
software made by UGS. Using UGS’s CAD software, Hahs
and Nocula began implementing a “virtual shop”
at Alucon, Nocula’s Polish company, that allowed tools
and dies to be more economically and quickly manu-
factured.
UGS Poland, a wholly owned subsidiary of UGS respon-
sible for sublicensing UGS’s CAD software and en-
forcing its intellectual property rights in Poland, filed
a criminal complaint in Poland against Alucon and
Hahs for illegally using UGS software. This accusation
prompted the commencement of a criminal prosecution.
Polish police seized all of Alucon’s computers, effectively
shutting down its operations. The president of Alucon
was arrested, as was Hahs. These disruptions caused
Alucon to default on purchase orders from TSI, which in
turn defaulted on a number of its contracts with its own
customers.
Nocula sought to resolve this situation with dispatch.
He asked UGS what could be done to get the charges
against Alucon dropped and the seized computers re-
turned. Nocula negotiated an agreement with UGS that it
would “do everything possible to terminate the criminal
proceedings against Alucon” in exchange for the transfer
of Electrode’s UGS software license to Alucon. The license
was duly transferred. As a result, Alucon was required to

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Nos. 06-3386 & 06-3447 5
purchase UGS CAD software and updates from UGS
Poland.
Nocula contends UGS reneged on the deal by con-
tinuing to demand prosecution of Alucon and its person-
nel, or at least by not making any effort to see that those
charges were dropped. Moreover, he claims UGS Poland
billed Alucon for software maintenance it did not perform
and updates it did not provide. When Alucon refused
to pay, UGS Poland sought and won a civil judgment
from a Polish court against Alucon and seized its bank
accounts. In the meantime, the Polish criminal prosecution
ended with a verdict favorable to Alucon. Unfortunately,
according to Polish authorities, Alucon’s seized com-
puters and accompanying engineering data “mysteriously
disappeared.” As a result, Alucon ceased doing business.
Based on these events, Nocula and TSI filed a diversity
suit in federal court in Illinois. Nocula’s claims include
malicious prosecution, fraudulent inducement, breach of
contract, tortious interference, a claim for the wrongful
loss of his property, and harassment. TSI’s claims are
for various forms of tortious interference.
UGS and UGS Poland moved to dismiss based on the act-
of-state doctrine, and the district court granted the mo-
tion. The court held that “any claim based on UGS Poland’s
filing, prosecuting, receiving and executing on the
civil judgment in Poland is barred by the act of state
doctrine” because any claim stemming from that action
“would require this court to reverse the Polish court’s
decision.” As for any claims touching upon the Polish
criminal prosecution, the court concluded that the injuries
are “all alleged to stem from the Polish police seizure” of
Alucon’s computers, and therefore any attempt to re-
cover would require a showing that the seizure was

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6 Nos. 06-3386 & 06-3447
2 For simplicity’s sake, we will refer to UGS and UGS Poland as
“UGS.”
improper and thus would run afoul of the act-of-state
doctrine.
II. Analysis
A. Appellate Jurisdiction Over TSI’s Appeal
We questioned appellate jurisdiction by order issued
before briefing commenced in this case; our appellate
analysis always begins with the jurisdictional inquiry
regardless of whether it is raised by one of the parties. See
Bender v. Williamsport Area Sch. Dist., 475 U.S. 534, 541
(1986); Balt. Orioles, Inc. v. Major League Baseball Players
Ass’n, 805 F.2d 663, 666 (7th Cir. 1986); Christianson v. Colt
Indus. Operating Corp., 798 F.2d 1051, 1055 (7th Cir. 1986).
The parties filed memoranda in response to our juris-
dictional order and reiterated their jurisdictional argu-
ments in their merits briefs.
UGS 2 contends we lack jurisdiction over TSI’s claims.
No doubt we possess jurisdiction over appeals from
final orders in diversity suits, see 28 U.S.C. §§ 1291, 1332,
but our focus here is on the particular requirements of
Rules 3 and 4 of the Federal Rules of Appellate Procedure
concerning the time for filing a notice of appeal and what
it must contain. The district court entered its decision
and order granting UGS’s motion to dismiss on August 4,
2006, and three days later, on August 7, 2006, entered a
minute order terminating the case. Nocula filed his pro se
notice of appeal on September 5, 2006, within the 30-day

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Nos. 06-3386 & 06-3447 7
3 Rule 4(a)(1)(A) of the Federal rules of Appellate Procedure states:
“In a civil case, . . . the notice of appeal . . . must be filed with the
district clerk within 30 days after the judgment or order ap-
pealed from is entered.”
time limit prescribed by Rule 4(a)(1)(A). 3 This notice listed
Nocula and TSI in the caption but did not specifically
mention TSI in the body of the notice. The notice also
misidentified the order appealed from and the appellate
court to which the appeal was taken. The body of the
notice read:
NOTICE IS HEREBY GIVEN that MITCH NOCULA,
et al, Petitioner above-named, hereby appeals to the
United States Court of Appeals for the Eighth Circuit from
a final order of the Honorable Robert W. Gettleman,
Judge of the Northern District Court of Illinois, Eastern
Division, denying his petition for writ of habeas corpus,
declaratory and injunctive relief, entered in this action
on the 4th day of August 2006. (Emphasis added.)
The notice was signed “Mitch Nocula, Pro Se.”
On September 12, 2006, counsel for Nocula and TSI filed
what was denominated a “Corrected Notice of Appeal.”
This notice remedied several errors contained in the
September 5 notice. The second notice was directed to the
correct circuit—the Seventh instead of the originally named
Eighth—and the language suggesting that claims for
habeas, declaratory, and injunctive relief were being
appealed was removed (those types of relief had never
been sought). Additionally, whereas Nocula had signed
the original notice for himself “pro se,” the September 12
notice was signed by an attorney “for Mitch Nocula and
Tooling Systems Int’l Corp.”

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8 Nos. 06-3386 & 06-3447
Regardless of the corrections it contained, the second
notice was untimely. Absent a motion to extend under
Rule 4(a)(5)—which was not filed in this appeal—amend-
ments to a notice must be made within the time set forth
by Rule 4(a)(1). See Harrison v. Dean Witter Reynolds, Inc.,
974 F.2d 873, 886 (7th Cir. 1992); United States ex rel. Leonard
v. O’Leary, 788 F.2d 1238, 1239 (7th Cir. 1986). The Septem-
ber 12 notice was filed outside the 30-day appeal period,
whether the clock started on August 4, when the district
court entered its order dismissing the case, or on August 7,
when the court entered its minute order terminating
the case; we have previously recognized the latter type
of order as a sufficient separate judgment for purposes of
Rule 58 of the Federal Rules of Civil Procedure. See Props.
Unlimited, Inc. Realtors v. Cendant Mobility Servs., 384
F.3d 917, 920 (7th Cir. 2004) (holding a similar minute
order entered on the docket to be a final judgment for
purposes of Rule 58 of the Federal Rules of Civil Procedure
and the 30-day appeal time limit of Rule 4(a)). The
timely filing of a notice of appeal is not merely a proce-
dural hoop for parties to jump through; it is a jurisdictional
requirement. See Bowles v. Russell, 127 S. Ct. 2360, 2363
(2007); Leonard, 788 F.2d at 1239. Thus, our examination
is limited to the September 5 notice.
A notice of appeal must (1) “specify the party or parties
taking the appeal by naming each one in the caption or
body of the notice”; (2) designate the judgment from
which the appeal originates; and (3) “name the court to
which the appeal is taken.” F ED . R. A PP . P. 3(c)(1). The
purpose of Rule 3 “is to ensure that the filing provides
sufficient notice to other parties and courts.” Nichols v.
United States, 75 F.3d 1137, 1140 (7th Cir. 1996) (quoting
Smith v. Barry, 502 U.S. 244, 248 (1992)). We have said

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Nos. 06-3386 & 06-3447 9
4 References to the wrong circuit court and nonexistent claims
were obvious errors that could not have led to confusion or
ambiguity in the notice. See United States v. Musa, 946 F.2d 1297,
1301 (7th Cir. 1991) (notice of appeal’s misidentification of
court being appealed to did not deprive the appellee of notice);
accord McLemore v. Landry, 898 F.2d 996, 999 (5th Cir. 1990).
that “punctilious, literal, and exact compliance” with Rule
3(c)’s requirements is required. Allen Archery, Inc. v.
Precision Shooting Equip., Inc., 857 F.2d 1176, 1177 (7th Cir.
1988); see also Torres v. Oakland Scavenger Co., 487 U.S. 312
(1988). Notice will be deemed insufficient where the
notice of appeal, read as a whole, is ambiguous. See Hart-
ford Cas. Ins. Co. v. Borg-Warner Corp., 913 F.2d 419, 423 (7th
Cir. 1990).
The September 5 notice did not mention TSI as an
appealing party, either in the body of the notice or as an
appealing party under Nocula’s signature—recall that
Nocula signed the notice above the typed designation
“Mitch Nocula, Pro Se.” TSI was listed in the caption of
the notice, and the body of the notice refers to “Mitch
Nocula, et al.” But immediately following this is a refer-
ence to “Petitioner”—singular—and the notice states
that this “petitioner” appeals from “a final order . . .
denying his petition for writ of habeas corpus, declaratory
and injunctive relief.” The use of the singular “Petitioner”
and “his,” together with the signature line that read
“Mitch Nocula, Pro Se,” without any reference to TSI,
gave proper notice only that Nocula was appealing. 4 As to
TSI, however, the notice was ambiguous. Corporations
cannot appear pro se, see Scandia Down Corp. v. Euroquilt,
Inc., 772 F.2d 1423, 1427 (7th Cir. 1985); Strong Delivery
Ministry Ass’n v. Bd. of Appeals of Cook County, 543 F.2d 32,

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10 Nos. 06-3386 & 06-3447
33-34 (7th Cir. 1976), and one pro se litigant cannot repre-
sent another, see 28 U.S.C. § 1654. Nocula did not sign the
notice in any representative capacity on behalf of TSI. The
caption lists TSI as “an Illinois Corporation” and Nocula
as “an individual”; the latter designation does not pro-
vide any indication Nocula was asserting claims in a
representative capacity on behalf of TSI.
Nocula and TSI cite a Ninth Circuit case, Bigelow v. Brady
(In re Bigelow), 179 F.3d 1164, 1165 (9th Cir. 1999), for the
proposition that an officer of a corporation can sign a notice
of appeal for the corporation provided a lawyer subse-
quently makes a formal appearance. In Bigelow, however,
the corporate officer signed the notice of appeal on behalf of
the corporation. Bigelow has since been distinguished by
D-Beam Ltd. Partnership v. Roller Derby Skates, Inc., 366 F.3d
972, 974 (9th Cir. 2004), which addressed whether a notice
sufficiently indicated both a corporate president’s and the
corporation’s intent to appeal. In D-Beam, the Ninth Circuit
held that because the corporate president did not sign the
notice “on behalf of” the corporation and the notice only
referred to a singular “plaintiff,” it failed to provide
sufficient notice of the corporation’s appeal, as distinct
from the president’s. Id.
We are not bound by either Bigelow or D-Beam, but
we think this case is closer to D-Beam than Bigelow. Nocula
and TSI asserted separate and distinct claims in this case,
and the body of the notice of appeal used the singular
“Petitioner” to refer to the appealing party. As in D-Beam,
Nocula signed the notice for himself, not “for” or “on
behalf of” TSI. Accordingly, because the September 5
notice of appeal was ambiguous as to TSI, we lack juris-
diction to hear TSI’s appeal.

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Nos. 06-3386 & 06-3447 11
B. Nocula’s Appeal
The district court granted UGS’s motion to dismiss the
case under the act-of-state doctrine. We review the grant of
a motion to dismiss de novo. Christensen v. County of Boone,
Ill., 483 F.3d 454, 458 (7th Cir. 2007). Before we take up the
act-of-state doctrine, however, there is a threshold ques-
tion regarding Nocula’s standing. Nocula asserted claims
for malicious prosecution, fraudulent inducement, breach
of contract, and tortious interference, all stemming
from UGS’s actions against Alucon in Poland. More
specifically, Nocula claims UGS: (1) maliciously filed a
criminal complaint against Alucon in Poland, resulting
in the seizure and loss of Alucon’s computers by the Polish
government and the demise of Alucon; (2) fraudulently
induced the transfer of Electrode’s UGS software license
to Alucon, precipitating the civil dispute between UGS
and Alucon in Poland; (3) breached its oral agreement
to facilitate the termination of the Polish criminal pros-
ecution against Alucon; and (4) by all of the foregoing
actions, tortiously interfered with Alucon’s contracts
and prospective economic benefits. Notably, these
claims all describe injuries to Alucon, not Nocula.
It is well established that a shareholder generally
cannot sue to enforce the rights of the corporation. Franchise
Tax Bd. of Cal. v. Alcan Aluminum Ltd., 493 U.S. 331, 336
(1990); Warth v. Seldin, 422 U.S. 490, 499 (1975); Flynn v.
Merrick, 881 F.2d 446, 449 (7th Cir. 1989); Twohy v. First
Nat’l Bank of Chi., 758 F.2d 1185, 1194 (7th Cir. 1985). This
is a prudential limitation on standing, a strand of the
standing doctrine that prohibits litigants from suing to
enforce the rights of third parties. Elk Grove Unified Sch.
Dist. v. Newdow, 542 U.S. 1, 17-18 (2004); MainStreet Org. of

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12 Nos. 06-3386 & 06-3447
Realtors v. Calumet City, Ill., 505 F.3d 742, 746 (7th Cir. 2007).
Although closely related to the requirements of constitu-
tional standing, we have held that the absence of pruden-
tial standing “is not jurisdictional in the sense that Article
III standing is,” but nevertheless may be raised by the court
on its own, even though the parties have not noticed it.
MainStreet Realtors, 505 F.3d at 747. That is the case here.
When we raised the issue at oral argument, UGS’s counsel
(not surprisingly) agreed that Nocula lacked standing as a
shareholder to bring these claims, which assert injuries to
Alucon; Nocula’s counsel did not take the opportunity to
respond during rebuttal.
There are exceptions to the rule against shareholder
standing for cases in which corporate management has
refused to pursue the action for reasons unrelated to good-
faith business judgment, or when the shareholder has
suffered a direct, personal injury not derivative of the
corporation’s, or a special contractual duty exists. See
Franchise Tax Bd. of Cal., 493 U.S. at 336-37; Twohy, 758
F.2d at 1194; see also Goldberg v. Michael, 766 N.E.2d 246,
251 (Ill. App. Ct. 2002); Sterling Radio Stations, Inc. v.
Weinstine, 765 N.E.2d 56, 60 (Ill. App. Ct. 2002); Small v.
Sussman, 713 N.E.2d 1216, 1219 (Ill. App. Ct. 1999). None
of these exceptions applies here. Although the amended
complaint refers to an agreement (fraudulently induced
and/or breached) between UGS and Nocula, the detailed
factual allegations make it clear that Nocula merely
negotiated the agreement on behalf of Alucon. No perfor-
mance by Nocula was promised or expected. The con-
tractual rights and obligations flowed between UGS and
Alucon, or perhaps between UGS, Alucon, and Electrode.
As described in the amended complaint, the agreement
called for Electrode’s UGS software license to be trans-

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Nos. 06-3386 & 06-3447 13
5 Moreover, we note that in Illinois, as in other states, an
agreement of this sort is likely unenforceable because the
consideration—consisting of a promise to try to stop a criminal
prosecution—is against public policy. See Griner v. Griner,
340 N.E.2d 304, 305 (Ill. App. Ct. 1976).
ferred to Alucon and, in exchange, UGS would bring
about the termination of the Polish criminal prosecution. 5
Accordingly, the claimed tort and contract injuries were
to Alucon’s interests; as sole shareholder, Nocula lacks
standing to sue for redress of the corporation’s injuries.
Although the amended complaint alleges these injuries
were inflicted on “Nocula and Alucon concurrently in
that UGS and UGS Poland knew that Nocula was the
owner of Alucon” and that “Nocula was using Alucon
in the Virtual Shop Project,” as to Nocula, this states a
shareholder injury only. Nocula’s injury as sole share-
holder, although indirect, may suffice to satisfy Article III
standing, but the prudential rule against shareholder
suits for injuries to the corporation precludes him from
bringing these claims because they belong to the corpora-
tion.
The district court thought Illinois law might permit
Nocula to bring the malicious prosecution claim in his
own name even though the Polish prosecution was di-
rected against the corporation only, citing Caspers v. Chicago
Real Estate Board, 206 N.E.2d 787, 789 (Ill. App. Ct. 1965).
We disagree. In Caspers, the Illinois Appellate Court
invoked the corporate veil-piercing “alter ego” concept
in a counterdoctrinal manner. Caspers did not use the
veil-piercing theory to disregard the corporate form in
order to hold a sole shareholder liable for the corporation’s
debts or obligations as the corporation’s alter ego because

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14 Nos. 06-3386 & 06-3447
6 We note that Illinois law disfavors actions for malicious
prosecution on policy grounds because of the strong public
interest in reporting possible crimes. See Allen v. Berger, 784
N.E.2d 367, 369-70 (Ill. App. Ct. 2002); Thomas v. Hileman,
775 N.E.2d 231, 234 (Ill. App. Ct. 2002); Rodgers v. Peoples Gas,
Light & Coke Co., 733 N.E.2d 835, 840 (Ill. App. Ct. 2000).
of commingling, undercapitalization, or failure to observe
corporate formalities, which is the usual application of
the theory. See Snyder v. Dunn, 638 N.E.2d 744, 748 (Ill.
App. Ct. 1994). Rather, the court in Caspers simply cited
the alter ego principle in a wholly summary fashion as
support for the proposition that the sole shareholder in
that case may sue for malicious prosecution of the corpora-
tion. Id. The court did not undertake any veil-piercing
analysis whatsoever or otherwise explain this novel use
of alter ego doctrine. In any event, Caspers has been se-
verely limited as precedent on this point by Loy v. Booth,
307 N.E.2d 414, 416 (Ill. App. Ct. 1974). Loy characterized
Caspers as follows: “Caspers . . . was a case of malicious
prosecution and the holding in that case was simply
that the plaintiff as the sole stockholder was the individual
actually injured rather than the corporation and theoreti-
cally could bring the action, although the case was
actually dismissed on other grounds.” Id. (citation omitted).
Accordingly, Caspers does not stand as precedent for a
general exception to the rule against shareholder standing
for malicious prosecution cases. 6
To the extent Nocula asserts a personal claim for the lost
computers and accompanying engineering data, we
agree with the district court that it is barred by the act-of-
state doctrine. Nocula’s legal theory on this point is
unclear; as we have noted, the recognizable claims—for

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Nos. 06-3386 & 06-3447 15
malicious prosecution, fraudulent inducement, breach of
contract, and tortious interference—belong to Alucon,
and the rule against shareholder standing precludes
Nocula from asserting them. The amended complaint
alleges only that “UGS and UGS Poland wrongfully
seized valuable property belonging to Nocula, deprived
him of the use and value of it and are now unable to
return it or to cause it to be returned to him.” Actually,
the amended complaint is internally inconsistent on the
ownership of the computers, claiming both that the com-
puters were the property of Alucon and that they belonged
to Nocula personally. Whichever is true, any judicial
inquiry into the wrongful loss of the computers im-
plicates the act-of-state doctrine.
The act-of-state doctrine is a judicial rule that “generally
forbids an American court to question the act of a
foreign sovereign that is lawful under that sovereign’s
laws.” F. & H.R. Farman-Farmaian Consulting Eng’rs Firm
v. Harza Eng’g Co., 882 F.2d 281, 283 (7th Cir. 1989); First
Nat’l City Bank v. Banco Nacional de Cuba, 406 U.S. 759, 769
(1972) (“The act of state doctrine . . . is a judicially accepted
limitation on the normal adjudicative processes of the
courts, springing from the thoroughly sound principle
that on occasion individual litigants may have to forgo
decision on the merits of their claims because the involve-
ment of the courts in such a decision might frustrate the
conduct of the Nation’s foreign policy.”); Underhill v.
Hernandez, 168 U.S. 250 (1897); see also Sarei v. Rio Tinto,
PLC, 456 F.3d 1069, 1084-85 (9th Cir. 2006); Gross v. German
Found. Indus. Initiative, 456 F.3d 363, 391-92 (3d Cir. 2006).
Kin to the doctrine of sovereign immunity, the act-of-state
doctrine arises from the presumption of validity accorded
to the official public acts of a foreign country, see Underhill,

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16 Nos. 06-3386 & 06-3447
168 U.S. at 252; Farman-Farmaian, 882 F.2d at 283, and
the concern that “application of customary principles of
law to judge the acts of a foreign sovereign might frustrate
the conduct of foreign relations by the political branches
of the government,” First Nat’l City Bank, 406 U.S. at 767-68.
The decision of a foreign sovereign to exercise its police
power through the enforcement of its criminal laws plainly
qualifies as an act of state. Accordingly, we have no
trouble concluding that the Polish prosecution of Alucon,
which included the seizure of the computers and their
subsequent loss, is an act of state for purposes of the
doctrine. The seizure of the property was obviously part
and parcel of the criminal prosecution. Notwithstanding
the amended complaint’s legal claim that “UGS and
UGS Poland wrongfully seized” Nocula’s property, the
more specific factual allegations make it clear, and
Nocula’s brief confirms, that the seizure was conducted by
Polish police in connection with the criminal prosecution.
The amended complaint further alleges that the “Polish
authorities” informed Nocula after the verdict that the
computers “mysteriously disappeared.” To the extent the
subsequent loss of the computers was wrongful (i.e.,
negligent), the loss is attributable to the Polish government,
not UGS. Accordingly, any personal claim by Nocula
seeking to hold UGS liable for the wrongful loss of the
computers would necessarily call for an inquiry into the
acts of a foreign sovereign and is barred by the act-of-state
doctrine.
Finally, Nocula alleges UGS “deliberately, tortiously and
maliciously harassed” him with threats of prosecution for
trespass and “other offenses.” There is no harassment tort
under Illinois law, though harassment may be a component
of a claim for intentional infliction of emotional distress. See

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Nos. 06-3386 & 06-3447 17
Brackett v. Galesburg Clinic Ass’n, 689 N.E.2d 406, 409 (Ill.
App. Ct. 1997). Recognizing that complaints are not
required to state a legal theory of recovery, see Albiero v.
City of Kankakee, 122 F.3d 417, 419 (7th Cir. 1997); Bartholet
v. Reishauer A.G. (Zürich), 953 F.2d 1073, 1078 (7th Cir.
1992), we think it would stretch the bounds of notice
pleading beyond reasonable limits to interpret an allega-
tion of harassment as a claim for intentional infliction of
emotional distress.
For the foregoing reasons, TSI’s appeal is dismissed for
lack of appellate jurisdiction. Nocula’s malicious prosecu-
tion, fraudulent inducement, breach-of-contract, and
tortious interference claims are dismissed for lack
of standing pursuant to the rule against shareholder
standing. Nocula’s claim for the wrongful loss of his
property is barred by the act-of-state doctrine, and
his harassment claim fails to state a cognizable claim for
relief.
D ISMISSED IN PART , A FFIRMED IN PART .
USCA-02-C-0072—3-24-08

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