IN RE: Brandywine Associates Antitrust and Mortgage Foreclosure LItigation

Es FE Case MDL No. 228 Document 2 Filed 05/01/15 Page 1 of 3"
i O) 236 407 FEDERAL SUPPLEMENT | y: OPINION AND ORDER £- wine contend
--— In re BRANDYWINE ASSOCIATES PER CURIAM. : ed ing was grant
2 a
SE : (VFC) and Certain-Teed Products Corpo-:&- estate excess
oo - - .No. 228. ration (Certain-Teed) formed Brandy i charged and5 . Judicial Panel on Multidistrict wine Associates, a Pennsylvania limited 8 with its insti
Ea 3 Litigation. partnership which has its only office ing action, Brand
ig . So j . - Philadelphia. As part of this formation; { with CBTR &
i Feb. 9, 1976. Brandywine purchased from VFC fours ing and R to
. apartment projects, a motel and an ini ng th reduc
i 3 . To terest in an office building complex. Ass Be d e cour
i A motion was filed before the Judi- 3 condition of the sale of the apartments th "hene,
: 4 cial Panel on Multidistrict Litigation to projects and motel, VFC allegedly reg joy e arBNE TE transfer certain removed foreclosure ac- gujred Brandywine to enter into a consi ve vi
8 tions from federal district courts in the tract for the management of the proper-g* Jos fe its
3 Districts of Florida and Illinois to the = ties by VFC Management Corporation, 3% | pig S perpetr.
& Eastern District of Pennsylvania for co- gybsidiary of VFC. a had been
a: 3 " ordinated or consolidated pretrial pro- a and was invo
CIR ceedings with an antitrust action pend- Soon thereafter Brandywine claims%t transactions wi
x ing in the latter district. The Panel that it became aware of extensive con-3 including these
A found that although there might be tractual breaches and efforts by VFC 10% and BIG had :
: ¥ : some common factual issues among the conceal these breaches. When negotia-g: to foreclose or
2 actions, transfer would neither serve the tions to remedy these problems broke# { Brandywine.
; 3 convenience of the parties and witnesses down in February 1975, Brandywiness
$3 nor promote the just and efficient con- filed an action in the Eastern District of InJuly 1975,
El O duct of the litigation.- | Pennsylvania againstCertain Teed,VEC, | sireactions a	v3 : : anagemen rp., Matador Motors 0
FR Motion for transfer denied, "Inns, Inc. and various individuals whok | cause of Brandy
a : were officers or directors of these corpo-& obligations ‘und
-o : : : rate defendants. The complaint alleges | ments. CBTR
small Ne Courts ¢=277.2 SE ©. that these defendants violated the Sher-% of a receiver irRS: Although there might be some com- man Antitrust Act by conspiring to ties | Possession of th
1E mon factual issues among removed state - the management of certain properties tos ; action. On Br:
ig foreclosure actions pending in federal the sale of those properties and that des : actions were reEE . district courts in Districts of Florida and fendants committed various breaches	of the Illinois actio;
RE Illinois and antitrust action pending in contract, breaches of fiduciary duty of Illinois and t
Eastern District of Pennsylvania which fraud and conversion. CE Northern Distric
a involved common parties, transfer of . FC cL
| foreclosure actions to Eastern District of BrandyJv further Plleges that thes The Florida fe
2 Pennsylvania for coordinated or consoli- thena oy racks, tor ¢ e ores Nive the discontinuanc
= dated pretrial proceedings would neither od thotBuild Ee a. y BlGr lished escrow ac
s serve convenience of parties and witness- obi ated to nves a roup ( ok dywine was requ
J] es nor promote just and efficient conduct was 0 8 h provide permenant | = nues from the F	£ of litigation. 28 U.S.C.A. § 1407. nancing for these projects, bul thal: court pag genjeq
3 : Brandywine never received permanent. tablish a receiv.	s Before ALFRED P. MURRAH* financing from BIG and was unable. to: judge in thi el
_ Chairman, and JOHN MINOR WISDOM, procure such financing from any other: go £0. 4; S ac
0 EDWARD WEINFELD,* EDWIN A. source. As a result, Brandywine claims: i... olor
gy ROBSON, WILLIAM H. BECKER, JO- that it had no choice but to accept inter-- The Illinois sta
5 SEPH S. LORD, III, and STANLEY A. im financing from CBT Realty Corpora-" dywine to establi
. 3 WEIGEL, Judges of the Panel. tion (CBTR) for the projects. Brandy- prior to that actic
t-: So * Judges Murrah and Weinfeld were unable to attend the hearing and, therefore, took no part * court, CBTR has3 in the consideration or decision of this matter. + action to the state
SE Bo :
r= d :

| | Tonle .
() g 1 CEon IN RE BRANDYWINE ASSOCIATES ANTITRUST, ETC. 937 5_ : CSR Citeas 407 F.Supp.236 (1976) *ORDER - Hine contends that this interim financ- has moved the federal court to set aside
RE | “47%ing was granted as an et omodation to the state court's order. . . RE: "3% VFC, that the amount of the loans was -_ ST
irge Corporation Hsia in ‘excess of the value of the real ean Autho. one ndywinWi given~ | Products Corpo- “i estate and that the interest rates laint oy the P. 1 mend its com-	formed Brandy- Py red were usurious. Concurrently Fieint in the Pennsylvania action to in-
cn is i Ss-charged oe. J clude four new defendants: BIG, CBTR. :
nsylvania limited J siwith-its institution of the Pennsylvania Connecticut Bank and Trust (Bank) 4	- . : ERC EA . «40 ¢ and
its only office in +7 action, -Brandywine began negotiations the president of BIG. The ded>f this formation, ~~ with CBTR to extend the interim financ. comp ations that meRSAC . plaint contains allegations that these
from VFC four ~~ ing and reduce the interest rates, Dur- defendants ivel : .otel and an in- 7 ing the course of these negotiations, (5 cans actively participated in the
ing complex. As i dywine alleges that it oxred original antitrustconspiracy. Both CBTRing + prancywine alleges ., and Bank have moved to be dismissedof the apartment that the loans were intended to keep it from this actio Ree .FC allegedly re- alive as part of a conspiracy to milk all - n. a. BN
nter into a con- ~~ } ~~ theprofits that could be made from the . This matter is before the Panel as a
nt of the proper- “frauds perpetrated on Brandywine; that result of Brandywine’s motion to trans--... tnt Corporation, a : ‘BIG -had been formed by Certain-Teed fer the Florida and Illinois actions to thea © + and was involved in several financial Eastern District of Pennsylvania for co-
dvwine claims | = transactions with Certain-Teed and VFC, ordinated or consolidated pretrial pro-Ce tensive con- : including these loans; and that CBTR ceedings pursuant to 28 US.C. § 1407% aVEC to and BIG had agreed among themselves with the action pending there. All otherednegotia- ~ to foreclose on the properties held by parties oppose the motion.
N problems broke 2 Brandywine. : 5 Although there may be some common975, Brandywine ERNE a. factual issues among these actions, weasta District of In July 1975, CBTR instituted foreclo- find that transfer. under Section 1407	{ C sure actions against Brandywine in the . .i Weed, VFC, state courts of Illinoj , would neither serve the convenience of	- : s and Florida be- . . :
atador Motor cause of Brandywine's failure to meet its the parties and witnesses nor promote.fdividuals who | obligations under the ortgage agree. thejust and efficient conduct of this iti.
==5ors of these Haro ments. =CBTR also sought appointment 8ation.. . . .. = : :
complaint allsges 2 of 8 receiver in the Florida action and Brandywine contends that the anti-violate Co th tie possession‘of the Premises in the Illinois trust conspiracy charges are involved inconspiringties to action. On Brandywine's motion, both all three actions, by way of the com-ori nd that de- actions were‘removed to federal court, plaint in the Pennsylvania action and byrties = hes of the Illinoisaction to the Eastern District way of counterclaims in the two foreclo- : :ous breac duty, of Illinois ‘and the Florida action to the sure actions, and that these charges raisefiduciary ’ NorthernDistrict of Florida, common questions of fact, including theCooL : Bk AC Lo © + following: the manner of and purpose+ alleges that the : The Florida federa] court has ordered behind the formation of Brandywine;i the sale of two of the discontinuance of a Previously estab- the value of the properties which Bran-
specifically stal- ® lished escrow: account into which Bran. dywine purchased from VFC, includingtment Group (BIG) i dywine was required to place all reve- questions of the construction of theide permanent fi- i nues from the Florida project; and the properties; the reasons why VFC and
rojects, but that H court has denied CBTR’s motion to es- BIG failed to provide Brandywine withceived permanent } tablish a receivership. In addition, the the proper permanent financing for twond was unable to i judge in this action has set a cut-off of the properties; the manner of andg from any other . date for discovery. reasons behind ‘CBTR’s involvement in
Brandywine claims i ce EERE IEE the interim financing‘of these two prop-‘but to accept inter- : The Ilinois state court ordered Bran- erties; the nature of and reasons forBT Realty Corpora- % dywine to establish an escrow account BIG's involvement in that interim fi-| projects. Brandy- # prior to that action’s removal to federal nancing; and the motivation of BIG and
i court. CBTR has moved to remand the CBTR in instituting the foreclosure ac-terefore. took no part 1 action to the state court and Brandywine tions against Brandywine. As a result,
® : i

ET Case MDL No. 228 Document 2 Filed 05/01/15 Page 3 of 3 EE am
EE TARE : KE 3
Ea | 238 407 FEDERAL SUPPLEMENT : EE
{ ) ‘Brandywine asserts that discovery in all SCHEDULE A E11 Ne
actions will cover the same ground and Eastern District of Pennsylvania I pen£3 that transfer is necessary to avoid costly Brandywine Associates v. Certain- Civil Action Ed fue
FE : duplication of effort. Teed Products Corp., et al. No. 75-516 - 4] rei 3 . Eastern District of Hinois A <8ES Frankly, we are simply not persuaded ¢gr Realty Corp. v. Brandywine As- Civil Action a= IE 33
CE that movant has met the criteria for sociates, et al. No.CV 754-084 SE IE 2. (a = = transfer of a minimal number of actions Northern Districtof Florida E19
a . under Section 1407, which we enunciated CBT Reaity Corp. v. Devoe, et al. Civil Action = mu
Cs in In re Scotch Whiskey Antitrust Liti- No.CCA 75-20 8 the
| gation, 299 F.Supp. 543 (Jud.Pan.Mult. Ee preHB Lit.1969). In that decision, we stated a 4 by
i] that in order to demonstrate that the : W : EE i Fes
= just and efficient conduct of the litiga- ¥. EB to
e § tion would be promoted by transfer : ) Ce | 1 ma
So a where only a minimal number of actions } : = 1 def
5 are involved, the moving party bears a To Eo
J. 3 strong burden to show that the common | BE 3(	a : . .. questions of fact are so complex and the In re AIR CRASH DISASTER JIN the 3 E }k E accompanying discovery so time-consum- IONIAN SEX ON SEPTEMH R EC } ng
SAE ing as to overcome the inconvenience to A 1974 o E01 tra)3 the party whose action is being transfer- ’ : EE tw
oy red and its witnesses. Id. at 544. Co N 229. El cen	2 E Only three actions are involved here. Judicial Panel on RE dee
i For the purposes of this litigation, the Multidistrict Litigation. Eo) {uc
tA. inconvenience to the party whose actions 3 96 1976 1 EE 1] ~ Rul5 are proposed for transfer can be derived : an. IY a. Mu
¥ from the realization that the foreclosure 5 = 11 C.A
oo (OO = aspect of the Florida and Illinois actions In litigation arising out of crash of JN 4. (: involves mostly, if not entirely, local fac- commercial aircraft résulti g in death of ==
_ y: tual, legal and potentially administrative 36 Americans and 48} forbign nationals, AEE B tidi
=g at, tha Iovant has not convinced Judicial Panel on {Mfltidistrict Litr. HE of
on : us that these actions are so complex and gation transferred twd/actions pending SAR cen
ie the accompanying discovery So time-con- i the Fastern Districtfof Pennsylvania, "SEE § mal: AF suming as to overcome the inconvenience two actions in the Digtfict of Maryland ‘35S § infr
73 : to the litigants and their witnesses, as and one in the Northdrn District of Cali- tior:pe well as the burden on the judiciary, of fornia to the Southe] istrict of New ate
. having the predominantly local Illinois York in which ninefactiohs were pend- = harCR and Tlorida actions transferred to an uo" po Panel algh held ight it would SEE us
. out-of-state forum. Moreover, the Flori- be premature to defermine the propriety ‘A] RE da action is proceeding expeditiously Y0- of remand of the alifornia, action once
. 8 ward trial, the judge supervising the ac- the coordinated of consolidaed pretrial Zt
- tion has been very involved | in its proceedings have Jbeen concluded. 2 3 i J
= progress to date and, as a result, its most ord ) Eo v4 : just and efficient disposition can surely er accor@ngly. BE to
: I be achieved by leaving it in Florida. See REY EE AER + Inc.
i In re Disposable Diaper Patent Validity 1. Courts 2742 a craf
. Litigation, 362 F.Supp. 567, 568 (Jud. Multidistricf air disaster actidns, two AEE ed
Pan. Mult.Lit.1973). of which werefpending	‘in the astern’ 38 rest
| IT IS THEREFORE ORDERED that District of Pennsylvania, two in the Dis-- SBE and
I the motion to transfer the actions listed trict of Maryland and one in the orth-- 38 9g TSHE on the following Schedule A be, and the ern District of California, would be: JN disa
8B same hereby is, DENIED. transferred to the Southern District of : 4 i ald» C3 i