UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

ELBERT PARR TUTTLE COURT OF APPEALS BU!LD[NG

56 Forsyth Street, NW.

Atlanta, Georgia 30303

John Ley

Clerk of Court

August 15, 2011

Jessica Lyublanovits

United States District Court

111 NADAMS ST

TALLAHASSEE, FL 32301-7717

Appeal Number: 10-12155-HH

Case Style: Florida Farm Bureau Fed, et al v. Badger Plaintiffs, et al

District Court Docket No: 1 :84-cv-00148-MP

For rules and forms Visit

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The enclosed certified copy of the judgment and a copy of this court's opinion are hereby

issued as the mandate of this court, also enclosed is the following: one Bill of Costs. The clerk

of the court or agency shown above is requested to acknowledge receipt on the copy of this

letter enclosed to the clerk.

A copy of this letter, and the judgment form if noted above, but not a copy of the court's

decision, is also being mailed to counsel and pro se parties. A copy of the court's decision was

previously mailed to counsel and pro se parties on the date it was issued.

Sincerely,

JOHN LEY, Clerk of Court

Reply to: James 0. Delaney

Phone #: 404-335-6113

Enclosure(s)

MDT- 1 Letter Is suing Mandate

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 1 of 13
UNITED STATES COURT OF APPEALS

For the Eleventh Circuit

No. 10-12155

District Court Docket No.

I :84-cv-00 148-MP

BILL R. WINCHESTER,

on behalf of himself and all other stockholders of

Florida Farm Bureau Equities, Inc.,

a Florida corporation similarly situated,

Plaintiffs,

versus

FLORIDA FARM BUREAU EQUITIES INC,

a Florida corporation.

Defendants,

FLORIDA FARM BUREAU FEDERATION,

a non profit general farm membership,

FLORIDA FARM BUREAU HOLDING CORPORATION,

CARL B. LOOP, JR., and SOUTHERN FARM BUREAU

LIFE INSURANCE COMPANY,

Movants -Appellees,

versus

BADGER PLAINTIFFS,

on behalf of Gene Badger, John Love,

Marvin Evans, Sid Banack and John Willis

as class members of the instant case,

Respondents - Appellants.

FILED

U.S. COURT OF APPEALS

ELEVENTH CIRCUIT

MAY 27, 2011

JOHN LEY

CLERK

Byz

Appeal from the United States District Court for the

Northern District of Florida

JUDGMENT

U.S.

Deputy Clerk

Atlanta, Georgia

It is hereby ordered, adjudged, and decreed that the attached opinion included herein by reference, is entered as

the judgment of this Court.

Entered: May 27, 2011

For the Court: John Ley, Clerk of Court

By: Nancy M. Gilman

AUG15 2011

COURT OF

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 2 of 13
[DO NOT PUBLISHI

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIR

No. 10-12155

Non-Argument Calendar

I FILED

U.S. COURT OF APPEALS

ELEVENTH CIRCUIT

MAY27, 2011

JOHN LEY

CLERK

D.C. Docket No. 1:84-cv-00148-MP

BILL R. WINCHESTER,

on behalf of himself and all other stockholders of

Florida Farm Bureau Equities, Inc.,

a Florida corporation similarly situated,

Plaintiffs,

versus

FLORIDA FARM BUREAU EQUITIES INC,

a Florida corporation.

Defendants,

FLORIDA FARM BUREAU FEDERATION,

a non profit general farm membership,

FLORIDA FARM BUREAU HOLDING CORPORATION,

CARL B. LOOP, JR., and SOUTHERN FARM BUREAU

LIFE INSURANCE COMPANY,

Movants - Appellees,

versus

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 3 of 13
BADGER PLAINTIFFS,

on behalf of Gene Badger, John Love,

Marvin Evans, Sid Banack and John Willis

as class members of the instant case,

Respondents - Appellants.

Appeal from the United States District Court

for the Northern District of Florida

(May 27, 2011)

Before EDMONDSON, CARNES and PRYOR, Circuit Judges.

PER CURIAM:

Gene Badger, John Love, Marvin Evans, Sid Banack, and John Willis,

derivatively on behalf of Plaintiffs' Shareholders Corporation (PSC) and on behalf

of themselves and all other PSC shareholders who owned shares from August 25,

2004 to October 15, 2004 (the plaintiffs) appeal the district court's order enjoining

their two class action lawsuits flied in 2008 and currently pending in Florida state

court. The plaintiffs contend that the federal district court lacked authority to

enjoin the state lawsuits under the Anti-Injunction Act, 28 U.S.C. § 2283, because

the injunction was not "necessary in aid of its jurisdiction."

I.

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 4 of 13
In 1984 a class of shareholders, which included the plaintiffs,' filed a

securities class action in the Northern District of Florida against virtually the same

defendants involved in this appeal.2 In 1987 the district court entered a final order

and judgment, which approved and incorporated the parties' stipulation of

settlement and settlement agreement for that class action. The parties agreed in

the stipulation of settlement and the settlement agreement that the shareholder

class "shall be entitled to receive the same financial benefits it would receive if it

owned outright 27.7% of the common stock of' one of the defendant entities. To

accomplish that, the order and the settlement documents required one of the

defendants to issue a debenture to the class of shareholders, which gave that class

the same financial benefits as owning the common stock in that defendant. The

stipulation of settlement also provided that the defendants "will not take, or permit

any action. . . , which would dilute or reduce the interest of' the shareholder class.

The district court's 1987 order also provided that: "Jurisdiction is hereby

retained. . . as to all matters relating to the administration, consummation,

enforcement, and/or interpretation of the terms of the [parties' stipulation of

settlement and settlement agreement]." The parties agreed in the stipulation of

'All of the plaintiffs in this appeal were among the members of the 1984 class of

shareholders or in privity with a member of that class.

2 Carl Loop, Jr., who is a defendant in this appeal, was not named in the 1987 lawsuit, but

he was an officer of one of the defendants that was named in that lawsuit.

3

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 5 of 13
settlement that the district court "shall retain jurisdiction with respect to

enforcement, construction and/or interpretation of the terms of the [stipulation]

and any agreement(s) related thereto."3 Additionally, the settlement agreement

provided that "[a]ll parties to this Agreement acknowledge and consent to: . . . the

United States District Court for the Northern District of Florida having jurisdiction

with respect to the enforcement, construction, and/or interpretation of the terms of

this Agreement and the [stipulation of settlement]."

In 1995 the shareholder class, which, as we have already mentioned,

included the plaintiffs, set out to form PSC to hold the debenture on their behalf.

The district court entered an order, which was agreed to and signed by all parties,

approving PSC's formation. In that order the district court summarized its 1987

order and the incorporated settlement documents, stating in part that it 'retained

jurisdiction as to all matters relating to the administration, consummation,

enforcement, or interpretation" of the order and settlement documents and that "all

[shareholders, including the plaintiffs,] and [the defendants] agreed that all matters

relating to said settlement would properly and exclusively be brought in this

Court." (emphasis added).

The parties also agreed in the stipulation to submit a final order "[rjeserving jurisdiction

over all matters relating to the administration, consummation, and enforcement of the settlement

provided herein."

4

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 6 of 13
In 2004 one of the defendants purchased the debenture from PSC. In 2008

the plaintiffs, as shareholders of PSC, filed two state court actions in Florida,

including a shareholders' class action and a derivative action on behalf of PSC,

which both arose out of the sale of the debenture.4 The state court complaints

alleged that the defendant that had purchased the debenture from PSC did so

without fully informing the plaintiffs before the sale about certain circumstances

related to the value of the debenture.

Both complaints included a claim against the defendants for alleged

breaches of the 1987 stipulation of settlement and settlement agreement, which, as

we have already noted, were incorporated into the district court's 1987 final order

and judgment. The actions also included claims for alleged breaches of fiduciary

duties that were purportedly owed by the defendants to PSC and to the plaintiffs

directly under the order, the settlement documents, and the debenture created

pursuant to the order and settlement documents.5

On November 25, 2008, the defendants moved to enjoin the pending state

court actions in the federal district court for the Northern District of Florida.

Around the same time, the defendants also filed a motion in the Florida state court

The complaints also named various officers of the defendant entities in the state court

actions.

The derivative action also included a claim for fraud in the inducement against the

defendant that purchased the debenture.

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 7 of 13
for a stay pending a decision by the federal district court. The state court acted

first on January 13, 2009 and granted the stay. The state court reasoned that a stay

was necessary because the state court lawsuits likely involve "issues pertaining to"

the 1987 federal court order and the settlement documents incorporated in that

order, "which the United States District Court has reserved jurisdiction to

enforce."

On April 9, 2010, the district court granted the defendants' motion for an

injunction based on its authority under the All Writs Act, 28 U.S.C. § 165 1(a).6

The court also found that the injunction fell within one of the exceptions to the

general prohibition against federal courts enjoining state court actions in the AntiInjunction Act, 28 U.S.C. § 2283. Specifically, the district court found "that an

injunction is necessary in aid of its continuing jurisdiction over [its order and the

settlement documents incorporated in that order]." The plaintiffs contend that the

district court erred by finding that the injunction was allowed under that exception

to the Anti-Injunction Act.

IL

In their briefs, the plaintiffs do not challenge the district court's authority to issue the

injunction under the All Writs Act and have thus abandoned that issue in this appeal. 5 Access

Now, Inc. v. Sw. Airlines, hc., 385 F.3d 1324, 1330 (11th Cir. 2004).

6

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 8 of 13
Whether a district court has the authority to enjoin a state court action under

an exception to the Anti-Injunction Act is a question of law that we review

novo. TranSouth Financial Corp. v. Bell, 149 F.3d 1292, 1294 (1 ith Cir.

1998). We review a district court's interpretation of its own orders only for an

abuse of discretion. Alley v. U.S. Dep't of Health & Hum. Servs., 590 F.3d 1195,

1202 (11th Cir. 2009). Deference is appropriate because "the district court is in

the best position to interpret its own orders." J

The Anti-Injunction Act prohibits federal courts from enjoining state court

actions unless the injunction falls within three exceptions to that general

prohibition. 28 U.S.C. § 2283; Wesch v. Folsom, 6 F.3d 1465, 1470 (11th Cir.

1993). One exception allows a district court to enjoin a state court action when

doing so is "necessary in aid of its jurisdiction." 28 U.S.C. § 2283; Wesch, 6 F.3d

at 1470. To fall within that exception, the injunction must be necessary "to

prevent a state court from so interfering with a federal court's consideration or

disposition of a case as to seriously impair the federal court's flexibility and

authority to decide that case." Wesch, 6 F.3d at 1470 (quoting At!. Coast Line

R.R. Co. v. Brotherhood of Locomotive Eng'rs, 398 U.S. 281, 295, 90 S.Ct. 1739,

1747 (1970). The exception is available to the district court both before and after

7

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 9 of 13
its entry of final judgment. S. Battle v. Liberty Nat'l Life Ins. Co., 877 F.2d 877,

881 (llthCir. 1989).

In this case the disposition of the state court actions would require

interpretation or enforcement of the district court's order and the settlement

documents incorporated in that order. Both complaints filed by the plaintiffs

quoted from and relied heavily on the 1987 order, the settlement documents, and

the debenture created pursuant to the order and settlement documents. In fact, the

plaintiffs even attached the 1987 order, the stipulation of settlement, the settlement

agreement, and the debenture created pursuant to the order as exhibits to both state

court complaints. In the breach of contract claim included in each complaint, the

plaintiffs specifically alleged that the defendants "breached the Stipulation of

Settlement and/or the [settlement agreement] in the manner herein alleged which

resulted in PSC receiving less for the Debenture than it would had it owned

outright 27.7% of the common stock."

The breach of fiduciary duty claims and the fraud claim similarly rely on the

1987 order. As we have already mentioned, in both the stipulation of settlement

and the settlement agreement the defendants agreed that the plaintiffs "shall be

entitled to receive the same financial benefits [they] would receive if [they] owned

outright 27.7% of' common stock and the defendants promised that they would

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 10 of 13
not take or permit action that would reduce or dilute the plaintiffs' benefits. The

plaintiffs alleged for their fiduciary duty claims that the defendants owed them a

duty "not to take any action . . . that would result in PSC receiving less financial

benefit for the Debenture than it would if it owned outright 27.7% of the stock."

Similarly, the plaintiffs alleged for their fraud claim that one of the defendants

fraudulently induced PSC to sell the debenture for less than the "financial benefits

it would receive if it owned outright 27.7% of the stock." Both of those claims are

thus based on the promises made by the defendants in the stipulation of settlement

and the settlement agreement.

Perhaps most telling is the plaintiffs' request for attorney's fees under the

1987 stipulation of settlement. The plaintiffs demanded attorney's fees in both

state court lawsuits under section 30 of the stipulation of settlement, which

provides that if "the enforcement, construction, and/or interpretation of this

[stipulation of settlement] is the subject of litigation between the parties, the

prevailing party shall be entitled to receive reasonable attorney's fees." Thus for

the plaintiffs to get attorney's fees, the subject of the litigation had to be the

enforcement, construction, or interpretation of the 1987 stipulation of settlement.

It is thus clear that the disposition of the claims alleged in the state court

lawsuits would require the Florida state court to interpret and enforce the 1987

9

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 11 of 13
district court order and the settlement documents the order incorporated. The

district court, however, concluded in its 1995 order, which the plaintiffs agreed to,

that its jurisdiction over the disposition of such claims was exclusive. In fact, that

1995 order states that "all matters relating to" the enforcement or interpretation of

the order, including the settlement documents incorporated in that order, "would

properly and exclusively be brought in" the district court for the Northern District

of Florida. The district court did not abuse its discretion in concluding that it had

exclusive jurisdiction over the claims. Battle, 877 F.2d at 881 ("[T]he need

for exclusive jurisdiction in the federal district court was recognized by the district

court's explicit retention ofjurisdiction in its final judgment.").

Because state court judgments on the claims could have res judicata effect,

allowing the state court actions to proceed threatened the federal court's exclusive

jurisdiction over them. Stated somewhat differently, any state court disposition of

the claims on the merits would "seriously impair the federal court's flexibility and

authority" to decide issues related to its 1987 order over which it had retained

exclusive jurisdiction. The injunction clearly was in aid of the district court's

jurisdiction.

AFFIRMED.

ruei

U.S.

By,

) Deputy Clerk

10 Atlanta, Georgia

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 12 of 13
UNITED STATES COURT OF APPEALS FOR

BILL OF COSTS

Bill R. Winchester, et al.

Appellant

U.S. COURT OF APPEALS

ELEVENTHCRCUIT

H}

JOHN LEY

CLERK

vs. Appeal No.

Florida Farm Bureau Federation, et al.

Appellee

10-12155- HH

A Bill of Costs should only be tiled when the Clerk's Office has advised 8 party that the party is entitled to costs. Fed.R.App.P. 39 and 11th Cir. R.

39.1 (see reverse) govern costs taxable in this court and the time for filing the Bill of Costs. A motion for leave to file out of time is required for a

Bill of Costs not timely received.

INSTRUCTIONS

In the grid below, multiply the number of original pages of each document by the total number of documents reproduced to calculate the total number

of copies reproduced. Multiply this number by the cost per copy ( 5.15 per copy for "In-House", up to 5.25 per copy for commercial reproduction.

supported by receipts) showing the product as costs requested.

DOCUMENT

Repro. Method

(Mark One)

In-House Comm

No. of

Original

Pages

Total No.

Documents

Reproduced

Total

No. of

CopIes

COSTS

REQUESTED

CT. USE ONLY

COSTS

ALLOWED

AppeIlants Brief

Record Excerpts x 60 5 300 $45 . 00 "i $45 .00

Appelice's Brief X 47 7 329 $49 . 35 'I' $4935

Reply Brief

I

Note: If reproduction was done commercially, TOTAL

V

$ 94 . 35 $ $9435 receipt(s) must be attached.

_______________________________________________ _________

REQUESTED ALLOWED

I hereby swear or aflinn that the costs claimed were actually and necessarily incurred or performed in this appeal and that I have served this Bill of

Costs on counsel/parties of record.

Date Signed: 4'4 /40/1 Signature: /4&____

Appelles Florida Farm Bureau, Florida A. Tucker - Farp Bureau Holding Corporation, and Attorney for: (rI P. Tnnp .lr. Attorney Name: _______________________________________

(Te or print name of client) (Te orprintyourna -

FOR COURT USE ONLY

Costs are hereby taxed in the amount of S $4 - against By:

and are payable directly to Appeilee Atlanta, Georgia

John Lcy,Jeurt

AUG 1 5 2011 Issued on: _______________________________________ By: /IIa'A 2 /aiPt.

i5e$uly tlerk

MISC-12

5/4/JO

JACK_2018852. 1

Case 1:84-cv-00148-MP Document 309 Filed 08/15/11 Page 13 of 13