1 NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS FOR THE THIRD CIRCUIT

_____________ No. 0 9

- 3634

_____________ W.R. HUFF ASSET MANAGEMENT CO, L

. L

. C

. ; KATO

- SAN CORP

. ; DBC 1 CORP

. , Ap pellant s

v. THE WILLIAM SOROKA 1989 TRUST; KAYE WOLTMAN, as Succe ssor Trustee to the William Soroka 1989 Trust and Executor of the Estate of William Soroka; THE WILLIAM SOROKA CHARITABLE TRUST; JOHN DOE TRUSTEES OF THE WILLIAM SOROKA CHARITABLE TRUST; T HE WILLIAM SOROKA ADMINISTRATIVE TRUST; JOHN DOE TRUSTEES OF THE WILLIAM SOROKA

ADMINISTRATIVE TRUST ,

_____________ On Appeal from the United States District Court For the District of New Jersey (D.C. No. 04

- cv - 03093) District Judge: Honorable Ka tharine S. Hayden

_____________ Submitted Under Third Circuit L.A.R. 34.1(a),

October 6, 2010 BEFORE: FUENTES, JORDAN and ALDISERT, Circuit Judges

(Opinion Filed: October 28, 2010 )

_____________ OPINION OF THE COURT

_____________ FUENTES, Circuit Judge :2

In 1984 William Soroka ("Soroka") and several other investors gave William Huff money in return for an ownership stake in a limited partnership called W.R. Huff Asset Management ("Huff") . The general and limited partners o f Huff intended to create a closed arrangement limited to friends and family. Accordingly, t he 1984 partnership agreement, amended when the partnership converted to a limited liab ility company in 1994, contains several provisions designed to limit members ' ability to transfe r their interests. The parties dispute the meaning and effect of these provisions. After a three

- day bench trial, the District C ourt entered judgment in favor of
A ppellees

— the executor of Soroka's estate , and the trusts Soroka creat ed and their
trustees. Later, in a separate opinion and order, the District C ourt granted A ppellee s '
M otion to A mend Judgment to Include Prejudgment I nterest. Huff and its two general
managers, Kato

- San Corporation and DBC I C orporation, appeal from both decision s . The District C ourt had jurisdiction pursuant to 28 U.S.C. § 1332 and we have appellate jurisdictio n pursuant to 28 U.S.C. § 1291. On the appeal of a bench trial, we review a district court's findings of fact for clear error and its conclusio ns of law de novo

. McCutcheon v. America's Servicing Co. , 560 F.3d 143, 147 (3d Cir. 20 09). We review the District C ourt's grant of equitable relief under an abuse of discretion standard. See James v. Richman , 547 F.3d 214, 217 (3d Cir. 2008); Commodity Futures Trading Comm'n v. Am. Metals Exch. Corp. , 991 F.2d 71, 76 (3d Cir. 1993). Huff asserts that the District C ourt erred in four primary respects: (1) it erroneously concluded that the only way to remedy the breach that occurred when Soroka attempted to transfer his interest was to void the attempted transfer; (2) its interpretation3

of the partnership agreement failed to acknowledge that Soroka's attempted transfer triggered Huff's right to redeem his interest; (3) it was wrong to conclude that the
pa rtnership agreement created a special post

- mortem status in which Soroka's interest was not transferred upon his death, but instead controlled by his executor; and (4) it erroneously granted A ppellees ' Motion to Amend Judgment to I nclude P rejudgme nt
I ntere st. After a careful review of the record and the parties' arguments, we find no basis for disturbing either of the District Court's opinions. The District Court's decisions properly put the parties in exactly the position they would have been in had So roka not unsuccessfully attempted to transfer his i nterest to a charitable trust. 1 Therefore, we will affirm the amended judgment for the same reasons set forth in the record.

1 For ownership of Soroka's interest in Huff to have been transferred, the req uirements of §§ 8.1(B), 8.2(A), and 8.3(D) must have been met. Those requirements clearly were not met at anytime

— in 1999, upon Soroka's death, or after his death. So no valid transfer of Soroka's interest ever occurred.