United States of America v. Philip Andre Rennert

PRECEDENTIAL
UNITED STATES COURT OF
APPEALS FOR THE THIRD CIRCUIT
NO. 03-1511
UNITED STATES OF AMERICA
v.
PHILIP ANDRE RENNERT,
Appellant
NO. 03-1518
UNITED STATES OF AMERICA
v.
GEORGE RAYMOND JENSEN,
Appellant
NO. 03-1519
UNITED STATES OF AMERICA
v.
MICHAEL LEWIS MILLER,
Appellant
On Appeal from the United States
District Court for the
Eastern District of Pennsylvania
(D.C. Crim. No. 96-cr-00051)
District Judge: Hon. Clarence C.
Newcomer
Argued December 5, 2003
Before: SLOVITER, ALITO, Circuit
Judges and OBERDORFER*, District
Judge
(Filed: June 10, 2004)
James H. Feldman, Jr. (Argued)
Law Offices of Alan Ellis
Ardmore, PA 19003-2276
Attorney for Appellant,
Philip Andre Rennert
Peter Goldberger
Law Office of Peter Goldberger
Ardmore, PA 19003-2276
Attorney for Appellant,
George Raymond Jensen
Christopher D. Warren (Argued)
Philadelphia, PA 19103
Attorney for Appellant,
Michael Lewis Miller
*Hon. Louis F. Oberdorfer, United States
District Court for the District of
Columbia, sitting by designation.

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Patrick L. Meehan
United States Attorney
Laurie Magid
Deputy United States Attorney
for Policy and Appeals
Robert A. Zauzmer
Assistant United States Attorney
Senior Appellate Counsel
Andrea G. Foulkes(Argued)
Assistant United States Attorney
Office of United States Attorney
Philadelphia, PA 19106
Attorneys for Appellee
OPINION OF THE COURT
SLOVITER, Circuit Judge.
I.
Appellants Michael Miller and
Philip Rennert were convicted by a jury of
conspiracy, wire fraud, and securities
fraud; Appellant George Jensen was
convicted by a jury of securities fraud.
Their convictions resulted from their
involvement in a complex scheme under
which they leased the worthless stocks of
several public companies to the Teale
Network (“Teale”), a fraudulent network
of offshore and domestic companies. The
details of the operation of the Teale
Network, through its principal Alan Teale,
are set forth in our earlier opinion in
United States v. Yeaman, 194 F.3d 442
(3d Cir. 1999), and we repeat only such
details as are necessary to decide the issues
before us in this appeal.
In essence, Teale represented the
worthless leased stocks as valuable assets
that could be liquidated to pay claims
pursuant to reinsurance contracts entered
into with World Life and Health Insurance
Company (“World Life”), a Pennsylvania
insurance company that was already in
financial difficulty. When World Life
attempted to liquidate these assets to pay
its outstanding medical reinsurance claims,
the stocks were found to be worthless.
World Life became insolvent at
some point during or before 1988, but did
not reveal its financial difficulty to
regulators or to its insureds. In 1989 and
1990, World Life issued four group
medical policies. Teale entered into
contracts reinsuring World Life’s policies
from November 1989 to November 1990.
Pursuant to these agreements, Teale
assumed 100 percent of the liability
associated with World Life’s four group
medical insurance policies in exchange for
receipt of 92 percent of the premiums paid
by World Life’s insureds on those policies.
Appellants supplied Teale with stocks
from offshore companies that Teale could
list as putatively valuable collateral
backing the company, though the stocks
were essentially worthless. Yeaman, 194
F.3d at 447.
In 1990, Rennert created Forum
Rothmore to serve as an intermediary
between Teale and the publicly traded
corporations that desired to lease their
stock to Teale. This arrangement created
the appearance of legitimacy in two ways.
First, Forum Rothmore helped the Teale
Network comply with Pennsylvania

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reinsurance regulations that require
u n l i c e n s e d o f f s h o r e r e i n s u r a n ce
companies, such as Teale, to deposit in
escrow accounts collateral (in the form of
corporate stocks) equal to the liability
associated with its reinsurance contacts.
Second, Forum Rothmore entered into
“surplus contribution agreements” with
Teale, which gave Teale the appearance of
b e i n g b a c k e d b y in d e p e n d e n t
stockholdings. Id.
Teale and Rennert first met and
discussed this fraudulent scheme in August
1990 and executed the first of their surplus
contribution agreements on September 1,
1990. Under the terms of these
agreements, public shell corporations
leased their stock to Teale and authorized
the sale of the stock, if necessary, to pay
claims under insurance policies that Teale
had reinsured. Teale then listed these
shares at inflated values on the financial
statements presented to World Life. After
receiving insurance premiums from World
Life, Teale paid monthly leasing fees to
Forum Rothmore, which in turn split the
fees with the stock providers. Id. The
Teale Network was Forum Rothmore’s
sole client, and Forum Rothmore was the
Teale Network’s only consistent source of
assets.
In particular, Forum Rothmore
entered into surplus c ontribu tion
agreements with Ecotech Corporation
(“Ecotech”). Jensen was at various times
in control of and president of Ecotech. On
December 15, 1990, Jensen manipulated
Ecotech’s stock price and then leased one
million dollars worth of Ecotech’s stock to
Teale. Although Ecotech’s shares were
v i r t u a l l y w o r t h l e s s , A p p e l l a n t s
fraudulently over-valued Ecotech’s shares
on the company’s financial statements.
Members of the conspiracy manipulated
the market for Ecotech and other
corporations’ stock in order to maintain
the inflated trading prices.
Miller, a lawyer, was corporate
counsel for Forum Rothmore and a
shareholder in Ecotech. The Ecotech
stock at issue was not tradeable and carried
a restrictive legend to that effect. Miller
issued opinion letters stating that Forum
Rothmore could remove that legend from
stock certificates so that it falsely appeared
that the stock could be freely traded and
leased to Teale. The Government
submitted evidence that Miller was paid
$130,208 for representing the company
and $104,000 from leasing Ecotech stock
to Teale.
In 1991, the Pennsylvania Insurance
Department discovered W orld Life’s
insolvency and ordered its liquidation.
Because Teale had been paying insurance
claims with recently-received premiums
and had no other significant assets to draw
upon, this liquidation deprived Teale of the
ability to pay further insurance claims.
World Life’s policyholders thus were
unable to receive insurance payments as
needed.
Following World Life’s liquidation,
the Pennsylvania Life and H ealth
Insurance Guarantee Fund, a state fund
through which Pennsylvania insurance
companies pay the outstanding liabilities

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o f i n s o l v e n t c a r r ie r s , p r o v i d ed
approximately $6.4 million for group
medical reinsurance claims left unpaid as
a result of the fraud.
II.
Appellants were indicted on
February 6, 1996 and were convicted by a
jury on April 16, 1997. At the sentencing
hearing held January 22, 1998, the District
Court assigned each Appellant a one-point
upward departure for loss of confidence in
an important institution, but found no
mon etary loss attributable to the
Appellants because World Life was
insolvent at the time it entered into
reinsurance contracts with Teale. The
District Court also rejected the application
of additional sentencing enhancements for
use of special skills and substantially
jeopardizing a financial institution.
Appellants appealed their individual
verdicts and sentencing calculations to this
court in 1998 and we set out the full
factual and procedural history of their
cases in prior unpublished opinions. See
United States v. Rennert, Nos. 98-1145 &
98-1101, slip op. (3d Cir. Oct. 15, 1999);
United States v. Jensen, Nos. 98-1148 &
98-1104, slip op. (3d Cir. Oct. 15, 1999);
and United States v. Miller, Nos. 98-1147
& 98-1103, slip op. (3d Cir. Oct. 15,
1999). Appellants challenged the District
Court’s instructions to the jury, the
sufficiency of the evidence supporting
their convictions, and the upward
adjustment for loss of confidence in an
important institution. The Government
cross-appealed, arguing that the District
Court had erred in finding that there was
no loss caused by the fraud, in failing to
increase Miller’s offense level because he
had used special (legal) skills in
furtherance of the conspiracy, and in
failing to increase all Appellants’ offense
levels for causing a substantial effect on a
financial institution.
In Miller, we rejected Miller’s
argument that he acted “only as an
attorney.” Instead, we held that Miller’s
involvement went “beyond the role of
legal representation” and could not “be
categorized as simple legal advice,”
especially given Miller’s ownership of
Ecotech stock and his letters regarding
removal of restrictive legends. Miller, slip
op. at 6. In Rennert and Jensen, we also
upheld Rennert and Jensen’s convictions
and affirmed the imposition of a one-point
upward departure based on loss of
confidence to an important institution.
However, we remanded all three cases for
re-sentencing to consider 1) whether there
was a causal connection between the
Appellants’ misrepresentations and the
fraud loss caused by Teale’s collection of
premiums, and 2) in Miller’s case, whether
an enhancement would be appropriate for
Miller’s use of special (legal) skills. With
respect to fraud loss, we clarified that the
fraud loss calculation should be based on
the dates of Appellants’ agreement to the
conspiracy, rather than the dates of their
misrepresentations. Also, in a related case,
we suggested that the loss calculation
might be based on the net gain to Teale or
the balance of unpaid claims. See
Yeaman, 194 F.3d at 458-59 (involving

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another co-defendant in the conspiracy
who is not a party to the instant appeal).1
On February 3, 2003, the District
Court held a re-sentencing hearing for
Miller, Jensen, and Rennert. Miller
attempted to present testimony and
documents in support of his argument that
the scope of his involvement in the
conspiracy was less than that of his co-
conspirators and that the extent of the total
loss caused by the fraud was not
foreseeable to him. In particular, Miller
attempted to contest the Government’s
arguments that he was present at the
August 1990 Teale-Rennert meeting, that
he prepared opinion letters in support of
the conspiracy, that he received payments
for services as a stock provider, and that he
falsified records bearing the date of
Ecotech’s merger with a gold mine to
create additional stock shares for Teale.
The District Court declined to permit
Miller to submit additional evidence that
was not already presented at trial because
the issue was “subsumed” by the jury’s
verdict and was therefore immaterial to
sentencing. See App. at 350-53 (finding
Miller’s factual allegations were “matters
of defense for the trial, not for
sentencing”).
On the issue of fraud loss causation,
the Government presented two witnesses,
a representative from the Liquidations and
Rehabilitation Section of the Pennsylvania
Department of Insurance and a general
counsel to a third-party administrator.
They stated that, had their organizations
known that Appellants’ assets were
worthless, they would have halted the flow
of premiums months earlier and forced
World Life to obtain a solvent reinsurer.
On February 13, 2003, the District
Court issued a sentencing opinion
concluding that Miller, Rennert, and
Jensen entered into an agreement
conspiring to defraud World Life and its
policyholders no later than August 30,
1990. The District Court held that the total
fraud loss caused by the Appellants was
approximately $3.2 million: the difference
between the total premiums paid to Teale
minus the claims paid by Teale to World
Life’s policyholders. The District Court
further found that there was “a causal
connection between the misrepresentations
of the Defendants and the continued
payment of premiums to World Life . . .
and the Defendants.” App. at 12-13.
Finally, the District Court increased
Miller’s sentence based on his use of
special skills and more than minimal
planning. The Appellants also received
upward departures for causing the loss of
confidence in an important institution (the
stock market). The District Court
sentenced Miller to 51 months, Rennert to
63 months, and Jensen to 30 months of
imprisonment.
All three Appellants contest the
District Court’s factual finding of a causal
c o n n e c t i o n b e t w e e n t h e i r
1 Yeaman again appealed to this court
in United States v. Yeaman, 248 F.3d 223
(3d Cir. 2001), and we remanded for re-
sentencing. He was re-sentenced on
February 5, 2003 and did not appeal.

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misrepresentations and the fraud loss to
the victims of $3.2 million. Miller
challenges the District Court’s order
barring him from submitting additional
testimony and documents to demonstrate
the “limited” scope of his involvement in
the conspiracy. We will affirm.
III.
The District Court had jurisdiction
under 18 U.S.C. § 3231 and this court has
jurisdiction over the appeal pursuant to 28
U.S.C. § 1291 and 18 U.S.C. § 3742. We
review the District Court’s factual findings
for clear error. United States v. Weaver,
267 F.3d 231, 235 (3d Cir. 2001). We
review the District Court’s decision to
admit or deny evidence for abuse of
discretion. United States v. Serafini, 233
F.3d 758, 768 n.14 (3d Cir. 2000).
A. Fraud Loss Causation
Appellants assert two primary
challenges to the District Court’s finding
that their conspiracy caused approximately
$3.2 million in fraud loss. First, all
Appellants argue that the District Court
e r r o n e o u s l y f o u n d t h a t t h e i r
misrepresentations of stock values actually
caused Teale to continue receiving
premiums from World Life policyholders
b y p r e v e n t in g t h e P e n n s yl v a n ia
Department of Insurance from discovering
the fraud and halting the flow of
premiums. This is one of the issues we
directed the District Court to consider on
remand. Second, Rennert contends that
even if the District Court were correct that
the Pennsylvania Department of Insurance
would have stopped the flow of insurance
premiums to Teale Network if it had
known Appellants were over-valuing
stock, Rennert only should have been held
liable for the approximately $1.3 million in
losses that occurred on or after December
29, 1990, rather than counting losses
beginning in September 1990. Because
this lower fraud loss amount would have
reduced Rennert’s sentence, he argues that
a remand for re-sentencing is required.
1. Rela tio n s h i p B e t w e en
A p p e l l a n t s ’
Misrepresentation of Stock
Values and World Life’s
Continued Paymen t of
Premiums
Appellants contend that the victim,
World Life, did not rely on their
misrepresentations of stock assets as
v a l u a b l e a n d t h e r e f o r e t h e i r
misrepresentations did not cause the fraud
loss. Moreover, they contend that it was
World Life’s own obstruction of the
investigation by the Pennsylvania
Department of Insurance – not their
misrepresentations – that prevented the
Department from discovering the fraud
and immediately halting the flow of
premiums to Teale. Appellants thus argue
that the District Court committed clear
error. The Government responds that
World Life and its policyholders paid
Teale millions of dollars for reinsurance in
reliance on the Appellants’ fraudulent
representations that their stocks were
valuable and redeemable as assets, as they
purported.
We have addressed the issue of

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fraud loss causation in connection with the
Teale conspiracy in Yeaman, where we
stated, “[w]ithout the assets of the
defendants and the resulting appearance of
solvency, the most reasonable inference is
that World Life would have ceased paying
premiums to Teale long before it
eventually did.” Yeaman, 194 F.3d at 458.
We explained the causality analysis as
follows:
Teale could not have
entered and remained in the
business of reinsuring
World Life but for its
f r a u d u l e n t
m i s r e p r e s e n t a t i o n s .
Although the District Court
made no finding on the issue
[before], the record would
also appear to us to support
the proposition that World
Life was not capable of
insuring any of the four
group medical policies
without having received a
commitment for 100%
reinsurance. It follows that
if the Teale fraudulent
reinsurance contracts had
not been available, World
Life would either have
secured other reinsurance or
would not have issued the
group policies involved. If
reinsurance from a solvent
reinsurer had been obtained,
all claims under the policies
would have been paid to the
reinsurer; if the group
policies had not been issued,
t h e e m p l o y e r s w h o
purchased the policies from
World Life would have
obtained group medical
coverage from another
source and all claims of the
beneficiaries would have
been paid in full. In either
event . . . there would have
been a causal nexus between
the fraud and all unpaid
claims.
Id. at 459. In short, we found that the
most reasonable inference is that World
L i f e relie d on the A ppella nts ’
misrepresentations about the value of their
stock assets when it paid Teale additional
premiums.
On remand, the District Court
concluded that there was “a causal
connection between the misrepresentations
of the Defendants and the continued
payment of premiums to World Life, and
. . . Teale and the Defendants.” App. at
12, 34. In particular, the District Court
made the following findings:
-Had the true value of the
Defendants’ stocks been
known, at the very least, the
Pennsylvania Department of
Insurance would have
stopped the payment of
premiums to the Teale
Network.
-In addition, because World

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Life was insolvent,
had the reinsurance
c o n t r a c t s b e e n
t e r m i n a t e d , t h e
company would have
been liquidated much
sooner than it was,
and the policyholders
would have never
made those premium
payments at all.
App. at 13, 35.
Although Appellants argue that the
District Court’s findings do not answer the
q u e s t i o n o f w h e t h e r t h e i r
misrepresentations caused the fraud loss, it
is apparent that the Department of
Insurance did not intercede because it did
not know “the true value of the
[Appellants’] stocks.” App. at 13. That
lack of knowledge was the result of
Appellants’ misrepresentations of the
value of those stocks. This, in turn, caused
the Department of Insurance to permit
World Life’s continued operation and
caused World Life to continue providing
Teale insurance premiums in reliance on
A p p e l l a n t s ’ m i s r e p r e s e n t a t i o n s .
Appellants’ attempt to sever the
c o n n e c t i o n b e t w e e n t h e i r
misrepresentations and the Department of
Insurance’s delayed intervention is
unpersuasive.2
Appellants next challenge the
sufficiency of the evidence supporting the
District Court’s finding that the flow of
insurance premiums would have been
halted but for their misrepresentations. At
the Appellants’ re-sentencing hearing, two
Government witnesses testified that but for
Appellants’ misrepresentations about the
value of the stock assets Teale claimed as
collateral, World Life would not have
continued paying its policyholders’
premiums to Teale – that is, the
Department of Insurance or various
policyholders would have halted the flow
of premiums if they had known the true
value of Appellants’ stocks. One witness,
the Director of Liquidations and
Rehabilitation for the Pennsylvania
Department of Insurance, testified that the
Department could have halted the flow of
insurance payments had it known that
Appellants’ assets were worthless.3
2 Ap pella nts suggest that Teale’s
insolvency would not have provided
World Life with automatic grounds to
terminate its relationship with Teale
because their reinsurance contract did not
provide for termination based on Teale’s
insolvency. We do not accept this
argument. If Teale were insolvent, it no
longer could meet its contractual
obligations to provide reinsurance to
World Life. Because Appellants have
identified no contract provision requiring
World Life to continue providing
premiums after Teale has materially
breached their contract, we have no reason
to assume that World Life would be bound
to continue honoring a contract that Teale
had breached.
3 Appellants emphasize that the
Insurance Director stated that the

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B e c a u s e A p p e l l a n t s f raud ulentl y
misrepresented their assets’ value and
made it appear that Teale was solvent,
however, the Department was not
authorized to intervene.4
Similarly, the general counsel to a
third-p arty insura nce a dm inistrato r
testified that he recommended that World
Life partner with Teale based, in part, on
Appellants’ misrepresentations of the
value of their assets based on the
manipulated market prices. The general
counsel analyzed the A ppella nts’
fraudulent market valuations of their assets
and inferred that the Teale Network was a
legitimate, solvent business based on those
representations. He further testified that if
he had known that the stocks backing
Teale were worthless, he would have
removed his company’s group policies and
reinvested them with a solvent carrier.
We come then to Appellants’
argument that it was World Life’s failure
to cooperate with the Pennsylvania
Department of Insurance – not Appellants’
misrepresentations – that delayed the
discovery of Teale’s fraud. But the fraud
victim’s negligence or lack of diligence in
uncovering the fraud is not a defense.
United States v. Coyle, 63 F.3d 1239, 1244
(3d Cir. 1995) (“The negligence of the
victim in failing to discover a fraudulent
scheme is not a defense to criminal
conduct.”) (citations omitted); see also
United States v. Bennett, 9 F.Supp. 2d
513, 523 (E.D. Pa. 1998) (“Taking
advantage of a victim’s self-interest does
not mitigate the seriousness of fraudulent
conduct.”) (quotations and citations
omitted). Nor do the Appellants cite any
case law suggesting that courts may not
find fraud loss causation where the victim
has not immed iately assisted the
authorities in investigating the fraud.
In addition, the Government
properly notes that even assuming that
Department “could . . . have acted months
sooner . . . to stop the flow of premiums,”
App. at 386-87, but did not state that it
would have done so. The District Court
did not clearly err in concluding that the
Department would have acted if it had
known the true value of the assets
Appellants misrepresented, given its later
investigation and liquidation of World
Life. We also reject Appellants’ argument
that the Department could not have
stopped World Life from continuing to
provide Teale with premiums “months
sooner” based on administrative hurdles to
the investigatory and liquidation processes.
The District Court did not err in crediting
the Director’s statement that it could have
mobilized its administration to act quickly.
4 Appellants suggest that the
Department of Insurance did not begin
investigating World Life until January
1 9 9 1 a n d t h er e f o r e Ap pellan ts’
misrepresentations had no effect prior to
that date. This argument assumes that the
Department would not have begun
investigating World Life if it were known
that its reinsurer, Teale, lacked collateral
assets as of 1990. This argument is
without support and is directly contrary to
the Director’s testimony.

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World Life could be held to be
contributorily negligent, such an argument
ignores our prior finding that the fraud
victims also included World Life
policyholders, wh o cou ld not be
reimbursed for their medical costs until the
Commonwealth’s bail-out. Yeaman, 194
F.3d at 458. Nothing in the record
suggests that the policyholders acted
negligently or that they should have been
expected to be suspicious of the true value
of its reinsurance agent’s assets.
In light of the evidence from the
trial as well as the re-sentencing hearing,
the District Court did not clearly err in
finding a causal connection between the
Appellants’ misrepresentations and the
losses incurred by World Life and its
policyholders.
2. Rennert’s Sentence and the
Beginning Date of the Fraud
Rennert also argues that the District
Court should have calculated the fraud loss
for the period after December 1990
because the Department of Insurance
Director stated that had it known of the
true value of Appellants’ stocks in
December 1990, it would have halted the
flow of premiums. Rennert did not assert
this alternative loss calculation during the
District Court’s sentencing hearing and,
thus, has waived the argument. See United
States v. Bethancourt, 65 F.3d 1074, 1082
(3d Cir. 1995).
B. Miller’s Claim Regarding the Scope of
His Involvement
1. Relevant Conduct
In his separate appeal, Miller
asserts that the District Court erroneously
conflated the jury’s “general” conspiracy
conviction with the court’s conclusion that
Miller should be held liable for all losses
related to the conspiracy under the relevant
conduct provision of the United States
Sentencing Guidelines, U.S.S.G. § 1B1.3.
Miller contends that even if a defendant
has been convicted of a conspiracy charge,
the trial court must make particularized
findings as to the scope of each
conspirator’s involvement in order to
increase the conspirator’s sentence under
Section 1B1.3.
Under the Sentencing Guidelines, a
defendant’s offense level is subject to
increase depending on the amount of loss
caused by the fraud. Section 1B1.3(a)
provides that the district court should
adjust the specific offense level by taking
into account all conduct relevant to the
offense. U.S.S.G. § 1B1.3(a). This
includes “all reasonably foreseeable acts
and omissions of others in furtherance of
[a] jointly undertaken criminal activity.”
U.S.S.G. § 1B1.3(a)(1)(B).
Miller asserts that United States v.
Collado, 975 F.2d 985 (3d Cir. 1992),
requires that we remand this case in light
of the District Court’s lack of findings as
to the precise scope and timing of his
agreement to join the conspiracy.5 In
5 Miller also cites United States v.
Studley, 47 F.3d 569 (2d Cir. 1995).
However, Studley is not a binding
precedent on this court and we have made

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Collado, we stated that the district court
must consider whether the loss resulting
from the actions of co-conspirators was 1)
“in furtherance of the . . . jointly-
undertaken . . . activity,” 2) within “the
scope of the defendant’s agreements,” and
3) “reasonably foreseeable in connection
with the criminal activity the defendant
agreed to undertake.” 975 F.3d at 995
(citing U.S.S.G. § 1B1.3, application note
1); see also United States v. Duliga, 204
F.3d 97, 100 (3d Cir. 2000). We held that
the relevant conduct provision depends
upon each defendant’s role in the
conspiracy and stated that courts must
conduct “a searching and individualized
inquiry into the circumstances surrounding
each defendant’s involvement in the
conspiracy” in order to “ensure that the
defendant’s sentence accurately reflects
his or her role” in the conspiracy. Collado,
975 F.3d at 995. We added that district
courts also should consider other factors,
such as whether the defendant profited or
assisted others in the conspiracy. Id. at
991-94. We further clarified that a
conspiracy conviction does not obviate the
need for analysis under the relevant
conduct provision. Id. at 993, 997.
Collado dealt with the liability of
two brothers involved in a larger drug
conspiracy. The district court had not
made any factual findings as to the scope
of the brothers’ involvement in the
conspiracy or in each other’s transactions,
but instead only adopted the findings of
the presentence report in attributing to
each of them the drug quantity from the
conspiracy. Although we required
individualized inquiry, we did not impose
an immutable requirement that the district
court hold extensive hearings to make
explicit, particularized findings as to the
exact date on which each defendant
committed to the conspiracy or the precise
contours of each conspirator’s agreement.
We instead employed a more flexible
approach. We remanded the case to the
district court to determine when the
defendants had joined the larger
conspiracy because the district court had
made no finding on the issue and the
record was not clear on this issue.
Critically, however, we also
affirmed the district court’s attribution to
one brother the amounts the other brother
supplied to the conspiracy. We affirmed
this finding based on our review of the
record, despite the district court’s lack of
explicit findings on this issue. Because the
record was clear on its face, the district
court’s lack of particularized findings was
not dispositive. We instead concluded that
the district court’s accomplice attribution
conclusion between the brothers was
supported by the record evidence of their
awareness of and assistance to each other
in drug transactions. See id. at 997.
More recently, in Duliga, we
reaffirmed the proposition that even absent
explicit findings on the precise scope of a
defendant’s involvement, a district court’s
clear that the resolution of such issues is
governed by this Court’s decision in
Collado. United States v. Duliga, 204 F.3d
97, 101 n.1 (3d Cir. 2000). Accordingly,
our analysis focuses on Collado.

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decision may be affirmed if it is adequately
supported by the trial court record. 204
F.3d at 101 n.2. Although the district
court in that case “did not necessarily
undertake a searching and individualized
inquiry before attributing the entire
amount of [fraud] loss . . . to Duliga,” we
affirmed without remanding because we
were convinced that the attribution of the
fraud loss was “firmly supported by the
record.” Id.
Here, the record evidence suffices
to support the conclusion that Miller had
agreed to the conspiracy by at least August
1990 and should be held liable for the full
amount of loss caused by the conspiracy.
In contrast to Collado’s under-developed
record, the record in this case included
Miller’s opinion letters on fraudulent stock
transactions, his demand letters to protect
artificially inflated stock quotes, and his
letters advising the removal of restrictive
stock certificate legends so that non-
marketable shares would appear to be
tradeable. Miller played a critical role,
enabling the conspiracy to function and
providing it an imprimatur of legitimacy.
The record evidence of Miller’s extensive
involvement in the conspiracy supports the
District Court’s application of the relevant
conduct provision.6 As with Duliga, “we
see no reason to remand the case only to
have the district court reach the same
sentencing decision.” 204 F.3d at 101 n.2.
2. Evidentiary Issues
Miller also contends that the
District Court abused its discretion by
denying his request to submit additional
evidence that allegedly would have had a
direct bearing on the scope and timing of
his involvement in the conspiracy and his
inability to foresee the total fraud loss
caused by the conspiracy. In particular,
Miller attempted to submit evidence to
dispute 1) his presence at the first meeting
between Rennert and Teale in August
1990 (the time at which the Government
suggested that Miller joined th e
conspiracy); 2) Forum Rothmore’s
designation of payments to Miller as legal
fees or leasing fees in its financial records;
and 3) the timing of Miller’s first
discussion with the owners of the gold
mine corporation (with which Ecotech
merged) about receiving Ecotech stock in
order to bolster Ecotech’s financial
statements. Because the District Court
found that the issue of foreseeability was
subsumed in the jury verdict, it stated that
it would not permit Miller to re-try an
issue that the jury had already determined.
We consider each piece of Miller’s
evidence below.
Even assuming Miller was not
present at Rennert and Teale’s August
1990 meeting, several of Miller’s other
actions evidence his involvement in the
conspiracy by August 1990. For example,
in June 1990, two months before the
6 Because we rely on the record
evidence of Miller’s agreement and
complicity, we need not reach Miller’s
claim that the District Court may have
improperly conflated the jury’s conspiracy
verdict with a finding of full liability under
the relevant conduct provision.

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13
Rennert-Teale meeting, Miller provided
Rennert with an opinion letter to support
Forum Rothmore’s practice of leasing
worthless assets. On July 13, 1990, Miller
authored an opinion letter recommending
the re-issue of the restricted Ecotech stock
held by Jensen, Rennert, and Miller
without a restrictive legend. This made it
appear that Forum Rothmore could
provide Teale with millions of marketable
shares. In an August 28, 1990 letter, one
week after the Rennert-Teale meeting,
Miller wrote to Teale expressing his
interest and commitment to what he
termed the “credit enhancement program”
that forms the basis of the fraud charges
against the defendants, along with a $25
million offer of stocks from Ecotech and
other corporations. Supp. App. at 638-47.
Regardless of whether he was present at
the Rennert-Teale meeting, the remainder
of Miller’s actions strongly support the
District Court’s conclusion that he had
joined the conspiracy by or before August
1990.
Miller responds that he undertook
the aforementioned actions “in good
faith.” Miller Reply Br. at 8-9. Yet, the
c u m u l a t iv e e f f e c t o f M i l l e r ’ s
aforementioned actions (the June opinion
letter, the July letter recommending re-
issue of stock, and the August letter to
Teale) suggests that Miller was too central
to the operation to believe naïvely that he
and his associates were all within the
bounds of the law. Based on the record
evidence, Miller’s explanation is not
credible and the District Court did not
abuse its discretion in rejecting Miller’s
attempt to submit evidence regarding his
presence at the Rennert-Teale meeting.
Miller also attempted to submit
evidence from his personal records and
journals that he contended showed that he
was not paid to provide stock to Forum
Rothmore with knowledge of his co-
defendants’ fraudulent activities, but only
received legal fees and a loan. Miller
emphasizes that Forum Rothmore’s faulty
a c c o u n t i n g s y s t e m i m p r o p e r l y
denominated his payments as stock
provider fees, rather than traditional
payments for legal fees.
As the Government points out, the
designation of Forum Rothmore’s
payments as “leasing fees” or “legal fees”
is inconsequential because the payment
was made in exchange for Miller’s
services in advancing a fraudulent scheme.
Because Miller does not contest the
District Court’s finding that he used his
legal skills in furtherance of the fraud, the
fact of payment for fraudulent services is
the critical point while the form of his
payment is irrelevant. Moreover, as we
noted in Miller, Miller’s services could not
“be categorized as simple legal advice.”
Miller, slip op. at 7.
Although Miller responds that he
was acting in good faith when he rendered
the legal services for which he received
remuneration and was not aware that his
legal services were being misused for a
criminal conspiracy, the record does not
support his contention. We also note that
Miller’s argument that Forum Rothmore
only paid him for good-faith legal services,

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rather than fraudulent stock-leasing
activities, goes to whether or not he acted
in furtherance of the conspiracy. The
jury’s verdict shows that it decided that
issue adversely to Miller. Despite Miller’s
insistence that his new evidence only
pertained to the timing or scope of his
commitment, Miller also attempted to
argue that he was entitled to submit
evidence to attempt to nullify the jury’s
conspiracy connection, especially in his
earlier pleadings. We emphasize that
Collado does not entitle a defendant to re-
litigate his or her guilt or innocence and
thus, the issue of whether he was paid to
fraudulently provide stock is not the
subject of a Collado analysis.
Lastly, Miller attempted to submit
evidence to counter the Government’s
allegation that he falsified records to
deceive his accountant and regulatory
authorities regarding the value and
marketability of Ecotech’s assets. In
particular, Miller states that in September
and October of 1991 or earlier, he
discussed providing restricted, non-
marketable Ecotech stock to the gold mine
corporation with which Ecotech merged.
As such, Miller suggests that he should
only be accountable for losses incurred
after fall 1991, but not before.
Even if Miller did not falsify
records until late 1991, there were still
enough other indicia of his involvement in
1990, discussed above, to support the
conclusion that he already had committed
to the conspiracy in 1990, regardless of
whether he committed additional frauds in
connection with Ecotech’s merger with the
gold mine corporation. In sum, even
assuming that Miller would have been
permitted to submit his proffered evidence,
Miller’s evidence would not have been
sufficient to undermine the basis in the
record for imposing accomplice liability.
We hold the District Court did not abuse
its discretion in denying Miller’s proffer of
the evidence.
IV.
We will affirm the judgment of the
District Court for the reasons set forth.

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