Filed: January 28, 2003

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

Nos. 01-2194(L)

(CA-95-1069-MDL)

In Re: American Honda Litigation

Roger Miller, et al.,

Plaintiffs - Appellants,

versus

Lawrence Silver, et al.,

Movants - Appellees.

O R D E R

The court amends its opinion filed January 17, 2003, as

follows: 

On page 36, first full paragraph, line 5 -- the word “mislead”

is corrected to read “misled.”

For the Court - By Direction

/s/ Patricia S. Connor 

 Clerk 
PUBLISHED 

UNITED STATES COURT OF APPEALS 

FOR THE FOURTH CIRCUIT 

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In Re: AMERICAN HONDA MOTOR

COMPANY, INCORPORATED,

Dealerships Relations Litigation

ROGER MILLER; RUTH MILLER,

 Plaintiffs-Appellants,

 and

BERNARDI'S INCORPORATED, d/b/a

Bernardi Honda, a Massachusetts

Corporation (JFM-95-3314); PYE

AUTOMOBILE SALES, INCORPORATED,

(JFM-99-3136); RICHARD C.D.

HUNT, III, (JFM-94-3499); PEGGY

HUNT, (JFM-94-3499); RICK HUNT No. 01-2194 

FORD, INCORPORATED,

(JFM-94-3499); ROBERT J. VATLAND,

(JFM-95-2415); METRO AUTO,

INCORPORATED, d/b/a Metro Honda,

(JFM-95-2493) formerly; DOMINICK

ROCCO, (JFM-95-2493); SHIRLEY

ROCCO, (JFM-95-2493); FLYNN

MOTORS, INCORPORATED, d/b/a

American Honda of Hammonton,

(JFM-95-2494); JOHN J. FLYNN, JR.,

(JFM-95-2494); JANE MENDELSOHN,

a/k/a Robert W. Mendelsohn, solely

in her capacity as Executrix of the

Estate of (JFM-95-2494); ROBBIN

LINDSAY TORESCO, (JFM-95-2495);

JACK REVELLE, (JFM-95-2517);

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ROCHESTER WORLD CAR

CORPORATION, (JFM-95-2517);

LIVERPOOL WORLD CAR CORPORATION,

d/b/a Honda City, d/b/a Honda City,

(JFM-95-2517); BILL MCDAVID

PONTIAC, GMC TRUCKS, HONDA,

INCORPORATED, d/b/a Bill McDavid

Honda, (JFM-95-2584); BILL

MCDAVID MOTORS, INCORPORATED,

d/b/a Bill McDavid Acura of

Arlington, (JFM-95-2584); BILL

MCDAVID, INCORPORATED, d/b/a Bill

McDavid Acura of Fort Worth; VIC

BAILEY HONDA, INCORPORATED,

(JFM-95-2598); CLAUDIA CLOSE,

d/b/a Jim Close House of Honda,

d/b/a House of Honda, as Executrix

of the Estate of James R. Close,

Humphrey Motors, Inc.; HUMPHREY

MOTORS, INCORPORATED, a/k/a Jim

Close House of Honda, a California

Corporation (JFM-95-2713); SIERRA

MOTORS, INCORPORATED, d/b/a Sierra

Motors, Incorporated, a Nevada

Corporation (JFM-95-2712); JAMES

MCKOANE ENTERPRISES,

INCORPORATED, d/b/a Clawson Honda

of Fresno, a California corporation

(JFM-95-2728); BREAKAWAY

INCORPORATED, d/b/a Breakaway

Honda, a South Carolina

corporation (JFM-95-2804)

(JFM-95-2728); CENTURY

LINCOLN-MERCURY, INCORPORATED, a

South Carolina corporation

(JFM-95-2728); INTERNATIONAL

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MOTOR WERKS, INCORPORATED, d/b/a

Honda Motor Works, a Wisconsin

Corporation (JFM-95-3043); AUSTIN

MOTORS, INCORPORATED, d/b/a Honda

City, a New York Corporation

(JFM-95-3044); STAFFORD HONDA,

INCORPORATED, a Texas Corporation

(JFM-95-3045); CITY MOTORS SALES

COMPANY, a New Jersey Corporation

(JFM-95-3046); PACE OLDSMOBILE,

INCORPORATED, d/b/a Pace Honda, a

New York Corporation

(JFM-95-3047); AUTOSPORT,

INCORPORATED, a New Jersey

Corporation (JFM-95-3048);

PENSACOLA AUTO MART,

INCORPORATED, a Florida Corporation

(JFM-95-3065); FRANK BORMAN,

Col., a New Mexico resident

(JFM-95-2716); FRED BORMAN, a

North Carolina resident

(JFM-95-2716); JEFF CONNOLE, d/b/a

Borman Motor Company, a New

Mexico resident, individually and

doing business as (JFM-95-2716);

WILLIAM M. VAN DALSEN, a

California resident (JFM-95-2716);

WILLIAM J. BRONSON, an Oregon

resident (JFM-95-2716); AL REILLY,

a California resident

(JFM-95-2716); MILDRED RADER,

d/b/a Pioneer Honda, a California

resident, individually and on behalf

of all others similarly situated

(JFM-95-2716); BORMAN MOTOR

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COMPANY, LIMITED LIABILITY

COMPANY, (JFM-95-2716); PRECISION

IMPORTS OF FARMINGTON,

INCORPORATED, a New Mexico

corporation (JFM-95-2714);

RANCOURT, INCORPORATED, d/b/a

Carmichael Honda, (JFM-95-2715);

TRANS OCEANIC MOTORS,

INCORPORATED, d/b/a Cardinal

Honda, (JFM-95-2695); CLAIR

INTERNATIONAL, INCORPORATED, d/b/a

Clair Honda, (JFM-95-3315);

CLAIR'S INCORPORATED, d/b/a Clair

Acura, (JFM-95-3315); JAMES E.

CLAIR, (JFM-95-3315); RICHARD

LUNDGREN, INCORPORATED, d/b/a

Lundgren Honda, a Massachusetts

Corporation (JFM-95-3313); BILL

KRAUSE AUTOMOTIVE, INCORPORATED,

a California corporation

(JFM-95-3414); WILLIAM A.

KRAUSE, (JFM-95-3414); SAWYER

AUTO IMPORTS, INCORPORATED, a

Delaware corporation

(JFM-95-3417); BAY RIDGE HONDA,

a New York corporation

(JFM-95-3418); RENSSELAER AUTO

PLAZA, INCORPORATED, d/b/a

Rensselaer Honda, (JFM-95-3416);

ROMOR INVESTMENTS, INCOPORATED,

formerly Crown Motors which did

business as Century Motors, a

California corporation

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(JFM-95-3729); COOPER,

INCORPORATED, d/b/a Selma Honda, a

disolved California corporation

(JFM-95-53); MILLER AUTO SALES,

INCORPORATED, d/b/a Miller

Honda-Volkswagon-Isuzu-Suzuki, a

Virginia corporation (JFM-96-382);

KACHINA INVESTMENTS, INCOPORATED,

a/k/a Wayne L. Culiver, a/k/a

Wanyne Culliver Ford,

Incorporated, a/k/a Hacienda Motor

Company, Incorporated, an Arizona

corporation, as sucessor in interest

to (JFM-96-602); BLW,

INCORPORATED, d/b/a Luby Chevrolet

Company, Incorporated, formerly

(JFM-96-637); FAIRFIELD MOTORS,

INCORPORATED, a New Hampshire

Corporation (JFM-96-1438); JACK

BROWN IMPORTS, INCORPORATED, an

Illinois Corporation (JFM-96-1506);

SIERRA AUTO CARS, INCORPORATED,

d/b/a Sierra Honda, a California

Corporation (JFM-96-1504);

POMONA VALLEY IMPORTS,

INCORPORATED, a California

Corporation (JFM-96-1504);

MAJESTIC PONTIAC, d/b/a Majestic

Honda, d/b/a Majestic Pontiac &

Honda, a California Corporation

(JFM-96-1504); KAISER BROTHERS,

d/b/a Kaiser Brothers Oldsmobile &

Honda, a California corporation

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(JFM-96-1504); BOB JACKSON &

SON, d/b/a Honda Santa Ana, a

California corporation

(JFM-96-1504); COMMUNITY

PONTIAC, d/b/a Community Pontiac

Honda, d/b/a Community Honda, a

California Corporation

(JFM-96-1054); NELSON PONTIAC,

d/b/a Nelson Honda, a California

Corporation (JFM-96-1504); OTOBAI

INCORPORATED, d/b/a Honda of

Pasadena, a California Corporation

(JFM-96-1504); JOHN BRYANT

MOTORS, d/b/a Bryant Honda, a

California corporation

(JFM-96-1504); VINCI,

INCORPORATED, d/b/a Las Vegas

Honda, a Nevada Corporation

(JFM-96-1504); STEWART OLDS,

INCORPORATED, d/b/a Stewart Honda,

a California Corporation

(JFM-96-1504); GOODWIN MOTORS,

INCORPORATED, d/b/a Goodwin

Honda, a California Corporation

(JFM-96-1504); GARSTEN MOTORS,

INCORPORATED, d/b/a Garsten Honda,

a New York Corporation

(JFM-96-1507); JUNE JENSEN,

(JFM-96-1505); BYRNES-MCCARTHY,

INCORPORATED, a New Hampshire

Corporation (JFM-96-1724);

PARADISE PONTIAC, INCORPORATED, an

Ohio corporation

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(JFM-96-1702); NAULT ENTERPRISES,

INCORPORATED, d/b/a Nault's Honda,

a New Hampshire Corporation

(JFM-96-1774); JAMES MCKOANE

ENTERPRISES, INCORPORATED, a

California Corporation

(JFM-96-1915); HARDIN OLDSMOBILE,

d/b/a Hardin Honda, a California

Corporation (JFM-96-1838); RULE,

INCORPORATED, d/b/a Rule Honda, a

Virginia Corporation

(JFM-96-2757); COASTAL IMPORTS,

INCORPORATED, d/b/a Vista Honda

126 East, a California Corporation

(JFM-96-2758); INTERNATIONAL

AUTOMOBILES, INCORPORATED, a New

Jersey Corporation (JFM-96-2778);

PHILIP WINTER, an Oregon resident

(JFM-96-2716); FREDERICK H.

POWELL, (JFM-96-1489); POWELL'S

AUTO CENTER, INCORPORATED,

(JFM-96-1489); G. MARSHALL

BUTLER, (JFM-96-3447); M. BUTLER,

INCORPORATED, (JFM-96-3447); PHC

AUTOMOTIVE, INCORPORATED, a

Georgia Corporation

(JFM-96-3448); FIRST INTERNATIONAL

MOTORS INCORPORATED AND

SUCCESSOR IN INTEREST TO

D'IMPORTS, INCORPORATED, d/b/a D'

Honda, a California Corporation

(JFM-96-3743); PORTER CHEVROLET,

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INCORPORATED, (JFM-96-3893);

CLARENCE B. SMAIL, an individual

(JFM-96-3932); JAMES A. SMAIL, an

individual (JFM-96-3932); BUD AND

JIM SMAIL, INCORPORATED, a

Pennsylvania Corporation

(JFM-96-3932); JOHNSON MOTOR

COMPANY, INCORPORATED, d/b/a

Johnson Honda-Nissan, an Ohio

corporation (JFM-96-726); D & C

CHEVROLET COMPANY, d/b/a D & C

Honda, a New Jersey Corporation in

case (JFM-96-3858); BILL RULE,

INCORPORATED, d/b/a Honda Nissan

of Covington, a Virginia

Corporation (JFM-96-4026);

WOODSON PONTIAC, INCORPORATED,

d/b/a Richard Woodson Honda, a

Virginia Corporation (JFM-97-186);

ALVIN'S ENTERPRISES, INCOPORATED,

d/b/a Alvin's Honda Sales, a

Pennsylvania Corporation

(JFM-97-201); COLONIAL LIMITED,

INCORPORATED, d/b/a Colonial

Honda; S & R AUTO SALES,

INCORPORATED, d/b/a Roger Miller

Honda of Huntington Beach, a

California Corporation; ROGER

MILLER IMPORTS, INCORPORATED,

d/b/a Roger Miller Acura of

Beverly Hills, a California

Corporation; BEVERLY HILLS R & R,

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INCORPORATED, d/b/a Roger Miller

Honda of Beverly Hills; C.H.

JORGENSEN, d/b/a Jorgensen's Honda,

a corporation (JFM-97-1624);

YONKERS MOTORS CORPORATION,

d/b/a Yonkers Motors, a New York

Corporation (JFM-95-3271); JOY

LIBERT GELB, (JFM-95-3271)

Yonkers Motors Corporation; BILL

EDWARDS OLDSMOBILE,

INCORPORATED, a Virginia

Corporation (JFM-97-2945);

WILLIAM EDWARDS, SR.,

(JFM-97-2945); WILLIAM EDWARDS,

JR., (JFM-97-2945); KLEIN FOREMAN

MOTORS, INCORPORATED, d/b/a

Foreman Honda, a California

Corporation (JFM-97-852); FRAHM

HONDA, a California Corporation

(JFM-97-3006); GENE GABBARD,

INCORPORATED, d/b/a Gene Gabbard

Lincoln Mercury, d/b/a Gene

Gabbard's Stockton Lincoln

Mercury Honda, a California

Corporation (JFM-97-3224); GENE

GABBARD, (JFM-97-3224); JAMES

GABBARD, (JFM-97-3224); GARY

GABBARD, (JFM-97-3224); HARVEY

& MADDING, INCORPORATED, d/b/a

Dublin Honda, a California

Corportion (JFM-97-3212); HARVEY

& SONS, INCORPORATED, d/b/a

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Hayward Acura, a California

Corporation (JFM-97-3212); KEN

HARVEY, (JFM-97-3212); HARRY

CRAMER HONDA; STANFORD A.

CRAMER, individually in

JFM-97-1330; WPS, INCORPORATED,

d/b/a Honda Cars of Columbia,

JFM-97-1288; DOROTHY VAN

DALSEM, as Executrix of the Estate

of William M. Van Dalsem

(JFM-95-2716); COLONIAL LIMITED,

INCORPORATED, d/b/a Colonial

Honda, a California Corporation

(JFM-97-1136); BALISE MOTOR

SALES COMPANY, d/b/a Balise Honda,

a Massachusetts Corporation

(JFM-98-1286); BARR MOTORS,

INCORPORATED, d/b/a Barr Honda, a

Pennsylvania Corporation

(JFM-98-1299); STEVE HOPKINS,

INCORPORATED, a California

Corportion (JFM-98-1497); LARRY

HOPKINS, INCORPORATED, a California

Corporation (JFM-98-1497); STEVE

HOPKINS, a California resident

(JFM-98-1497); MENARD &

HOLMBERG, INCORPORATED, d/b/a

Menard & Holmberg Honda/Isuzu,

a Massachusettes Corporation

(JFM-98-933); PIONEER EDSEL SALES,

INCORPORATED, d/b/a Pioneer Honda,

Honda, a California corporation

(JFM-98-828); SOUTH CITY,

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INCORPORATED, d/b/a South City

Honda, a California Corporation

(JFM-98-1023); ED WITTMEIER

FORD, INCORPORATED, d/b/a

Wittmeier Honda, a California

Corporation (JFM-98-1025);

SHERWOOD IMPORTS, INCORPORATED,

d/b/a Sherwood Honda,

(JFM-98-1755); TAMAROFF BUICK,

INCORPORATED, d/b/a Tamaroff

Honda, (JFM-98-1756); LESLIE

SEGEL, an Oregon resident

(JFM-98-2315); SEGEL ENTERPRISES,

INCORPORATED, d/b/a Town &

Country Cadillac Oldsmobile

Honda, a California Corporation

(JFM-98-2315); FRANK MITCHELL,

JFM-98-2438; JAY MITCHELL, a

California resident (JFM-98-2438);

B-J MARCHESE MOTOR COMPANY, a

Pennsylvania Corporation

(JFM-98-2812); B.J. MARCHESE

HONDA, (JFM-98-2812); B. J.

MARCHESE, (JFM-98-2812);

MARSHALL CHEVROLET, VOLVO,

HONDA, INCORPORATED, a

Pennsylvania Corporation

(JFM-98-3821); HENRY C.

MARSHALL, individually

(JFM-98-3821); GLOBE AUTO

IMPORTS, d/b/a Globe Honda, a

Florida Corporation (JFM-98-4064);

JAMES MCFREDERICK, a Florida

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resident (JFM-98-4064); CALE

YARBOROUGH MOTORS OF SOUTH

CAROLINA, INCORPORATED, d/b/a Cale

Yarborough Honda-Mazda,

(JFM-98-1828); CALE YARBOROUGH

MOTORS OF GA, INCORPORATED, d/b/a

Cale Yarborough Honda,

JFM-98-1827; GOODWIN

VOLKSWAGEN, INCORPORATED, d/b/a

Goodwin Honda; ALAN L. STROUSE;

CLOVIS HONDA,

 Plaintiffs,

 v.

RICHARD H. BROOKS; STANLEY JAMES

CARDIGES; HUGH P COOPER; DENNIS

R. JOSLEYN; ROBERT N. RIVERS;

ROBERT A. MAZATELLI; EDWARD A.

TEMPLE; BLAKELY CONSULTANTS &

DEVELOPMENT, INCORPORATED; HONDA

MOTOR COMPANY, LTD.; RAYMOND

W. HOVSEPIAN; COMMONWEALTH

INSURANCE COMPANY; JOHN W.

BILLMYER; ROGER NOVELLY; RICHARD

DITARANTO; DOES 1-50; KOICHI

AMEMIYA; YOSHIDE MUNEKUNI; MARK

L. BENSON; DAMIEN C. BUDNICK;

DAVID L. PEDERSEN; THOMAS A.

CAULFIELD, a California Resident;

JOHN J. CONWAY, a New Jersey

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Resident; LYON & LYON, a

California Partnership; ROLAND N.

SMOOT, a California Resident;

FREDERICK W. MEIS, JR., a Texas

Resident; FRANK PISANO, a Colorado

Resident; BEATRICE SIKORA; LARRY

C. FINLEY; PETER EPSTEEN; JOSEPH R.

HENDRICK, III, a North Carolina

Resident; ANGELO FALCONI, a

Pennsylvania Resident; CLIFF PECK;

JOHN ROSATTI; WILLIAM SCHUILING;

JOSEPH POPE, a California Resident;

SHAU WAI LAM, a New Jersey

Resident; HENRY KHACHATURIAN,

d/b/a Hank Torian, a California

Resident; MID PENINSULA MOTORS,

INCORPORATED, a California

Corporation; AUTO CAR,

INCORPORATED, a California

Corporation; EDGREN MOTORS,

INCORPORATED, a California

Corporation; MARTIN LUSTGARTEN;

DOES 1-100, inclusive; JOHN L.

HENDRICK, a North Carolina

Resident; HENDRICK AUTOMOTIVE

GROUP, a North Carolina

Corporation; DAH CHONG HONG,

LTD., a California Corporation; DAH

CHONG HONG TRADING CORPORATION,

a/k/a DCH, a New York

Corporation; HONDA NORTH

AMERICA, INCORPORATED; HENDRICK

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MANAGEMENT CORPORATION; L.L.L.

SALES COMPANY, INCORPORATED;

DCH (OXNARD) INCORPORATED;

DAVID MCDAVID; VINCENT PIAZZA;

SANTO GEORGE POLING; J.R.H.,

INCORPORATED; WILLIAM O.

MUSGRAVE; CHARLES V. RICKS;

WESH, INCORPORATED; CANYON

HONDA, a California Corporation;

CANYON ACURA, a California

Corporation; RICK HINES, an

individual; CORONA HONDA, a

California Corporation; DAVID

CONANT; VIRGINIA'S FIRST FAMILY OF

FINE CARS INCORPORATED, d/b/a

Brown Oldsmobile Honda Saab, a

Virginia Corporation; AL SHENG, an

individual; EARL PILCHER,

(JFM-96-3447); B.D.A. ENTERPRISES

CORPORATION, formerly known as

Town & Country Automotive,

Incorporated, a Georgia Corporation

(JFM-96-3448); BARRY ALEXANDER,

(JFM-96-3448); RICK HENDRICK, a

New Jersey Resident

(JFM-96-3858); LYON & LYON, a

California Partnership; ROLAND N.

SMOOT, a California Resident; NFI

INCORPORATED, a Corporation

(JFM-96-4026); BIRD, BETHEA,

JORDAN & GRIFFIN, P.A.; IRVING H.

LASEROW, JFM-95-2492 Metro Auto,

Incorporated; I.H. LASEROW AND

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COMPANY, P.C., JFM-95-2493 Metro

Auto, Incorporated; EDWIN R.

TAYLOR; DOES 8-50; TASHA,

INCORPORATED; RICK HENDRICK

HONDA CARS COMPANY,

JFM-97-1288; TOWER H. LTD.; DCH

INVESTMENTS, INCORPORATED,

(California); CIVIC CENTER MOTORS,

LTD., d/b/a White Plains Honda, a

New York Corporation; 31-37

NORTH MOORE STREET CORPORATION;

RICK HEINZ, Hardin Oldsmobile

JFM-96-1838; PAUL T. BOHLANDER;

SUNSHINE HONDA; RICHARD H.

BROOKS; CLARENCE FINCHER; TETSUO

CHINO, former California Resident

and now residing in the Nation of

Japan; HENDRICK MANAGEMENT

COMPANY LIMITED PARTNERSHIP;

HENDRICK CORPORATION; HENDRICK

AUTOMOTIVE GROUP; HENDRICK

MANAGEMENT CORPORATION; THOMAS

DEL FRANCO; WILLIAM KUTCHERA;

JAMES A. THOMPSON, a Florida

Resident; LINDA LUSTGARTEN, a

Pennsylvania Resident; SCOTT

LUSTGARTEN, a Pennsylvania

Resident; CLASSIC AUTO GROUP,

INCORPORATED, a New Jersey

Corporation; SCOTT IMPORTS,

INCORPORATED, d/b/a Main Line

Honda, a Pennsylvania Corporation;

MARTIN NEWARK DEALERSHIPS,

INCORPORATED, d/b/a Martin Honda,

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a Delaware Corporation; THE TED

STEVENS CAR COMPANY,

INCORPORATED, a California

Corporation; THEODORE J. STEVENS, a

California Resident; WHITE PLAINS

HONDA, a New York sole

proprietorship; PAUL SINGER; JOHN

D'ELIA,

 Defendants,

AMERICAN HONDA MOTOR COMPANY,

INCORPORATED,

 Defendant & Third Party Plaintiff,

 v.

LAWRENCE SILVER; SILVER & FIELD,

 Movants-Appellees,

 and

MIDDLETOWN MOTORS, INCORPORATED;

RICHARD CATENA; IMPORTS OF

FREEHOLD, INCOPORATED; GRAND

MOTOR CAR COMPANY,

INCORPORATED; R.C. CALDWELL

IMPORTS, INCORPORATED; DAVID

TRAINER; HOLLYWOOD IMPORTS

LIMITED; PLAZA MOTORS OF

BROOKLYN, INCORPORATED;

HEMPSTEAD MOTORS, LIMITED; NORTH

PALM IMPORTS, LIMITED; CRYTAL BAY

IMPORTS, LIMITED; PARAMUS WORLD

MOTORS, INCORPORATED; DARON

MOTORS, INCORPORATED; DCH

MOTORS, INCORPORATED; DCH

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MANHATTAN; STEPHEN S. BIRD;

BETHEA, JORDAN & GRIFFIN, P.A.;

JOHN W. BILLMYER; S. JAMES

CARDIGES; ROBERT A. MAZZITELLI;

ROGER NOVELLY; DAMIEN C.

BUDNICK; DAVID L. PEDERSEN; MARK

L. BENSON; JOHN J. CONWAY;

CLARENCE FINCHER; JOHNNY R.

FINCHER; WILLIAM VINCE; WAYNE

VINCE; W. RODMAN RYAN; WILLIAM

LIA, JR.; DON LIA; DENNIS R.

JOSLEYN; HUGH P COOPER; ROBERT

N. RIVERS; FREDERICK W. MEIS, JR.;

BEATRICE SIKORA; WILLIAM

SCHUILING; DAVID TRAINOR; SANTO

GEORGE POLING; VINCENT RADLEY;

KAREN RADLEY; FRANK PISANO;

LARRY C. FINLEY; THOMAS A.

CAULFIELD; PETER EPSTEEN; HENDRICK

CORPORATION; ANGELO FALCONI; MIDPENINSULA MOTORS, INCORPORATED;

AUTO CAR, INCORPORATED; EDGREN

MOTOR COMPANY; DON CARLTON;

RICHARD CATENA; JOHN ROSATTI;

DAH CHONG HONG, LTD.; L.L.L.

SALES COMPANY, INCORPORATED;

DCH (OXNARD) INCORPORATED;

RAYMOND HOVSEPIAN; IRVING H.

LASEROW; I.H. LASEROW AND

COMPANY, P.C.,

 Third Party Defendants.

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In Re: AMERICAN HONDA MOTOR

COMPANY, INCORPORATED,

Dealerships Relations Litigation

ROGER MILLER; RUTH MILLER,

 Plaintiffs-Appellees,

 and

BERNARDI'S INCORPORATED, d/b/a

Bernardi Honda, a Massachusetts

Corporation (JFM-95-3314); PYE

AUTOMOBILE SALES, INCORPORATED,

(JFM-99-3136); RICHARD C.D.

HUNT, III, (JFM-94-3499); PEGGY

HUNT, (JFM-94-3499); RICK HUNT No. 01-2229 

FORD, INCORPORATED,

(JFM-94-3499); ROBERT J. VATLAND,

(JFM-95-2415); METRO AUTO,

INCORPORATED, d/b/a Metro Honda,

(JFM-95-2493) formerly; DOMINICK

ROCCO, (JFM-95-2493); SHIRLEY

ROCCO, (JFM-95-2493); FLYNN

MOTORS, INCORPORATED, d/b/a

American Honda of Hammonton,

(JFM-95-2494); JOHN J. FLYNN, JR.,

(JFM-95-2494); JANE MENDELSOHN,

a/k/a Robert W. Mendelsohn, solely

in her capacity as Executrix of the

Estate of (JFM-95-2494); ROBBIN

LINDSAY TORESCO, (JFM-95-2495);

JACK REVELLE, (JFM-95-2517);

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18 
4444444444444444444444444444444444444444444444447

ROCHESTER WORLD CAR

CORPORATION, (JFM-95-2517);

LIVERPOOL WORLD CAR CORPORATION,

d/b/a Honda City, d/b/a Honda City,

(JFM-95-2517); BILL MCDAVID

PONTIAC, GMC TRUCKS, HONDA,

INCORPORATED, d/b/a Bill McDavid

Honda, (JFM-95-2584); BILL

MCDAVID MOTORS, INCORPORATED,

d/b/a Bill McDavid Acura of

Arlington, (JFM-95-2584); BILL

MCDAVID, INCORPORATED, d/b/a Bill

McDavid Acura of Fort Worth; VIC

BAILEY HONDA, INCORPORATED,

(JFM-95-2598); CLAUDIA CLOSE,

d/b/a Jim Close House of Honda,

d/b/a House of Honda, as Executrix

of the Estate of James R. Close,

Humphrey Motors, Inc.; HUMPHREY

MOTORS, INCORPORATED, a/k/a Jim

Close House of Honda, a California

Corporation (JFM-95-2713); SIERRA

MOTORS, INCORPORATED, d/b/a Sierra

Motors, Incorporated, a Nevada

Corporation (JFM-95-2712); JAMES

MCKOANE ENTERPRISES,

INCORPORATED, d/b/a Clawson Honda

of Fresno, a California corporation

(JFM-95-2728); BREAKAWAY

INCORPORATED, d/b/a Breakaway

Honda, a South Carolina

corporation (JFM-95-2804)

(JFM-95-2728); CENTURY

LINCOLN-MERCURY, INCORPORATED, a

South Carolina corporation

(JFM-95-2728); INTERNATIONAL

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MOTOR WERKS, INCORPORATED, d/b/a

Honda Motor Works, a Wisconsin

Corporation (JFM-95-3043); AUSTIN

MOTORS, INCORPORATED, d/b/a Honda

City, a New York Corporation

(JFM-95-3044); STAFFORD HONDA,

INCORPORATED, a Texas Corporation

(JFM-95-3045); CITY MOTORS SALES

COMPANY, a New Jersey Corporation

(JFM-95-3046); PACE OLDSMOBILE,

INCORPORATED, d/b/a Pace Honda, a

New York Corporation

(JFM-95-3047); AUTOSPORT,

INCORPORATED, a New Jersey

Corporation (JFM-95-3048);

PENSACOLA AUTO MART,

INCORPORATED, a Florida Corporation

(JFM-95-3065); FRANK BORMAN,

Col., a New Mexico resident

(JFM-95-2716); FRED BORMAN, a

North Carolina resident

(JFM-95-2716); JEFF CONNOLE, d/b/a

Borman Motor Company, a New

Mexico resident, individually and

doing business as (JFM-95-2716);

WILLIAM M. VAN DALSEN, a

California resident (JFM-95-2716);

WILLIAM J. BRONSON, an Oregon

resident (JFM-95-2716); AL REILLY,

a California resident

(JFM-95-2716); MILDRED RADER,

d/b/a Pioneer Honda, a California

resident, individually and on behalf

of all others similarly situated

(JFM-95-2716); BORMAN MOTOR

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4444444444444444444444444444444444444444444444447

COMPANY, LIMITED LIABILITY

COMPANY, (JFM-95-2716); PRECISION

IMPORTS OF FARMINGTON,

INCORPORATED, a New Mexico

corporation (JFM-95-2714);

RANCOURT, INCORPORATED, d/b/a

Carmichael Honda, (JFM-95-2715);

TRANS OCEANIC MOTORS,

INCORPORATED, d/b/a Cardinal

Honda, (JFM-95-2695); CLAIR

INTERNATIONAL, INCORPORATED, d/b/a

Clair Honda, (JFM-95-3315);

CLAIR'S INCORPORATED, d/b/a Clair

Acura, (JFM-95-3315); JAMES E.

CLAIR, (JFM-95-3315); RICHARD

LUNDGREN, INCORPORATED, d/b/a

Lundgren Honda, a Massachusetts

Corporation (JFM-95-3313); BILL

KRAUSE AUTOMOTIVE, INCORPORATED,

a California corporation

(JFM-95-3414); WILLIAM A.

KRAUSE, (JFM-95-3414); SAWYER

AUTO IMPORTS, INCORPORATED, a

Delaware corporation

(JFM-95-3417); BAY RIDGE HONDA,

a New York corporation

(JFM-95-3418); RENSSELAER AUTO

PLAZA, INCORPORATED, d/b/a

Rensselaer Honda, (JFM-95-3416);

ROMOR INVESTMENTS, INCOPORATED,

formerly Crown Motors which did

business as Century Motors, a

California corporation

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(JFM-95-3729); COOPER,

INCORPORATED, d/b/a Selma Honda, a

disolved California corporation

(JFM-95-53); MILLER AUTO SALES,

INCORPORATED, d/b/a Miller

Honda-Volkswagon-Isuzu-Suzuki, a

Virginia corporation (JFM-96-382);

KACHINA INVESTMENTS, INCOPORATED,

a/k/a Wayne L. Culiver, a/k/a

Wanyne Culliver Ford,

Incorporated, a/k/a Hacienda Motor

Company, Incorporated, an Arizona

corporation, as sucessor in interest

to (JFM-96-602); BLW,

INCORPORATED, d/b/a Luby Chevrolet

Company, Incorporated, formerly

(JFM-96-637); FAIRFIELD MOTORS,

INCORPORATED, a New Hampshire

Corporation (JFM-96-1438); JACK

BROWN IMPORTS, INCORPORATED, an

Illinois Corporation (JFM-96-1506);

SIERRA AUTO CARS, INCORPORATED,

d/b/a Sierra Honda, a California

Corporation (JFM-96-1504);

POMONA VALLEY IMPORTS,

INCORPORATED, a California

Corporation (JFM-96-1504);

MAJESTIC PONTIAC, d/b/a Majestic

Honda, d/b/a Majestic Pontiac &

Honda, a California Corporation

(JFM-96-1504); KAISER BROTHERS,

d/b/a Kaiser Brothers Oldsmobile &

Honda, a California corporation

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4444444444444444444444444444444444444444444444447

(JFM-96-1504); BOB JACKSON &

SON, d/b/a Honda Santa Ana, a

California corporation

(JFM-96-1504); COMMUNITY

PONTIAC, d/b/a Community Pontiac

Honda, d/b/a Community Honda, a

California Corporation

(JFM-96-1054); NELSON PONTIAC,

d/b/a Nelson Honda, a California

Corporation (JFM-96-1504); OTOBAI

INCORPORATED, d/b/a Honda of

Pasadena, a California Corporation

(JFM-96-1504); JOHN BRYANT

MOTORS, d/b/a Bryant Honda, a

California corporation

(JFM-96-1504); VINCI,

INCORPORATED, d/b/a Las Vegas

Honda, a Nevada Corporation

(JFM-96-1504); STEWART OLDS,

INCORPORATED, d/b/a Stewart Honda,

a California Corporation

(JFM-96-1504); GOODWIN MOTORS,

INCORPORATED, d/b/a Goodwin

Honda, a California Corporation

(JFM-96-1504); GARSTEN MOTORS,

INCORPORATED, d/b/a Garsten Honda,

a New York Corporation

(JFM-96-1507); JUNE JENSEN,

(JFM-96-1505); BYRNES-MCCARTHY,

INCORPORATED, a New Hampshire

Corporation (JFM-96-1724);

PARADISE PONTIAC, INCORPORATED, an

Ohio corporation

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23 
4444444444444444444444444444444444444444444444447

(JFM-96-1702); NAULT ENTERPRISES,

INCORPORATED, d/b/a Nault's Honda,

a New Hampshire Corporation

(JFM-96-1774); JAMES MCKOANE

ENTERPRISES, INCORPORATED, a

California Corporation

(JFM-96-1915); HARDIN OLDSMOBILE,

d/b/a Hardin Honda, a California

Corporation (JFM-96-1838); RULE,

INCORPORATED, d/b/a Rule Honda, a

Virginia Corporation

(JFM-96-2757); COASTAL IMPORTS,

INCORPORATED, d/b/a Vista Honda

126 East, a California Corporation

(JFM-96-2758); INTERNATIONAL

AUTOMOBILES, INCORPORATED, a New

Jersey Corporation (JFM-96-2778);

PHILIP WINTER, an Oregon resident

(JFM-96-2716); FREDERICK H.

POWELL, (JFM-96-1489); POWELL'S

AUTO CENTER, INCORPORATED,

(JFM-96-1489); G. MARSHALL

BUTLER, (JFM-96-3447); M. BUTLER,

INCORPORATED, (JFM-96-3447); PHC

AUTOMOTIVE, INCORPORATED, a

Georgia Corporation

(JFM-96-3448); FIRST INTERNATIONAL

MOTORS INCORPORATED AND

SUCCESSOR IN INTEREST TO

D'IMPORTS, INCORPORATED, d/b/a D'

Honda, a California Corporation

(JFM-96-3743); PORTER CHEVROLET,

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4444444444444444444444444444444444444444444444447

INCORPORATED, (JFM-96-3893);

CLARENCE B. SMAIL, an individual

(JFM-96-3932); JAMES A. SMAIL, an

individual (JFM-96-3932); BUD AND

JIM SMAIL, INCORPORATED, a

Pennsylvania Corporation

(JFM-96-3932); JOHNSON MOTOR

COMPANY, INCORPORATED, d/b/a

Johnson Honda-Nissan, an Ohio

corporation (JFM-96-726); D & C

CHEVROLET COMPANY, d/b/a D & C

Honda, a New Jersey Corporation in

case (JFM-96-3858); BILL RULE,

INCORPORATED, d/b/a Honda Nissan

of Covington, a Virginia

Corporation (JFM-96-4026);

WOODSON PONTIAC, INCORPORATED,

d/b/a Richard Woodson Honda, a

Virginia Corporation (JFM-97-186);

ALVIN'S ENTERPRISES, INCOPORATED,

d/b/a Alvin's Honda Sales, a

Pennsylvania Corporation

(JFM-97-201); COLONIAL LIMITED,

INCORPORATED, d/b/a Colonial

Honda; S & R AUTO SALES,

INCORPORATED, d/b/a Roger Miller

Honda of Huntington Beach, a

California Corporation; ROGER

MILLER IMPORTS, INCORPORATED,

d/b/a Roger Miller Acura of

Beverly Hills, a California

Corporation; BEVERLY HILLS R & R,

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25 
4444444444444444444444444444444444444444444444447

INCORPORATED, d/b/a Roger Miller

Honda of Beverly Hills; C.H.

JORGENSEN, d/b/a Jorgensen's Honda,

a corporation (JFM-97-1624);

YONKERS MOTORS CORPORATION,

d/b/a Yonkers Motors, a New York

Corporation (JFM-95-3271); JOY

LIBERT GELB, (JFM-95-3271)

Yonkers Motors Corporation; BILL

EDWARDS OLDSMOBILE,

INCORPORATED, a Virginia

Corporation (JFM-97-2945);

WILLIAM EDWARDS, SR.,

(JFM-97-2945); WILLIAM EDWARDS,

JR., (JFM-97-2945); KLEIN FOREMAN

MOTORS, INCORPORATED, d/b/a

Foreman Honda, a California

Corporation (JFM-97-852); FRAHM

HONDA, a California Corporation

(JFM-97-3006); GENE GABBARD,

INCORPORATED, d/b/a Gene Gabbard

Lincoln Mercury, d/b/a Gene

Gabbard's Stockton Lincoln

Mercury Honda, a California

Corporation (JFM-97-3224); GENE

GABBARD, (JFM-97-3224); JAMES

GABBARD, (JFM-97-3224); GARY

GABBARD, (JFM-97-3224); HARVEY

& MADDING, INCORPORATED, d/b/a

Dublin Honda, a California

Corportion (JFM-97-3212); HARVEY

& SONS, INCORPORATED, d/b/a

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26 
4444444444444444444444444444444444444444444444447

Hayward Acura, a California

Corporation (JFM-97-3212); KEN

HARVEY, (JFM-97-3212); HARRY

CRAMER HONDA; STANFORD A.

CRAMER, individually in

JFM-97-1330; WPS, INCORPORATED,

d/b/a Honda Cars of Columbia,

JFM-97-1288; DOROTHY VAN

DALSEM, as Executrix of the Estate

of William M. Van Dalsem

(JFM-95-2716); COLONIAL LIMITED,

INCORPORATED, d/b/a Colonial

Honda, a California Corporation

(JFM-97-1136); BALISE MOTOR

SALES COMPANY, d/b/a Balise Honda,

a Massachusetts Corporation

(JFM-98-1286); BARR MOTORS,

INCORPORATED, d/b/a Barr Honda, a

Pennsylvania Corporation

(JFM-98-1299); STEVE HOPKINS,

INCORPORATED, a California

Corportion (JFM-98-1497); LARRY

HOPKINS, INCORPORATED, a California

Corporation (JFM-98-1497); STEVE

HOPKINS, a California resident

(JFM-98-1497); MENARD &

HOLMBERG, INCORPORATED, d/b/a

Menard & Holmberg Honda/Isuzu,

a Massachusettes Corporation

(JFM-98-933); PIONEER EDSEL SALES,

INCORPORATED, d/b/a Pioneer Honda,

Honda, a California corporation

(JFM-98-828); SOUTH CITY,

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4444444444444444444444444444444444444444444444447

INCORPORATED, d/b/a South City

Honda, a California Corporation

(JFM-98-1023); ED WITTMEIER

FORD, INCORPORATED, d/b/a

Wittmeier Honda, a California

Corporation (JFM-98-1025);

SHERWOOD IMPORTS, INCORPORATED,

d/b/a Sherwood Honda,

(JFM-98-1755); TAMAROFF BUICK,

INCORPORATED, d/b/a Tamaroff

Honda, (JFM-98-1756); LESLIE

SEGEL, an Oregon resident

(JFM-98-2315); SEGEL ENTERPRISES,

INCORPORATED, d/b/a Town &

Country Cadillac Oldsmobile

Honda, a California Corporation

(JFM-98-2315); FRANK MITCHELL,

JFM-98-2438; JAY MITCHELL, a

California resident (JFM-98-2438);

B-J MARCHESE MOTOR COMPANY, a

Pennsylvania Corporation

(JFM-98-2812); B.J. MARCHESE

HONDA, (JFM-98-2812); B. J.

MARCHESE, (JFM-98-2812);

MARSHALL CHEVROLET, VOLVO,

HONDA, INCORPORATED, a

Pennsylvania Corporation

(JFM-98-3821); HENRY C.

MARSHALL, individually

(JFM-98-3821); GLOBE AUTO

IMPORTS, d/b/a Globe Honda, a

Florida Corporation (JFM-98-4064);

JAMES MCFREDERICK, a Florida

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28 
4444444444444444444444444444444444444444444444447

resident (JFM-98-4064); CALE

YARBOROUGH MOTORS OF SOUTH

CAROLINA, INCORPORATED, d/b/a Cale

Yarborough Honda-Mazda,

(JFM-98-1828); CALE YARBOROUGH

MOTORS OF GA, INCORPORATED, d/b/a

Cale Yarborough Honda,

JFM-98-1827; GOODWIN

VOLKSWAGEN, INCORPORATED, d/b/a

Goodwin Honda; ALAN L. STROUSE;

CLOVIS HONDA,

 Plaintiffs,

 v.

RICHARD H. BROOKS; STANLEY JAMES

CARDIGES; HUGH P COOPER; DENNIS

R. JOSLEYN; ROBERT N. RIVERS;

ROBERT A. MAZATELLI; EDWARD A.

TEMPLE; BLAKELY CONSULTANTS &

DEVELOPMENT, INCORPORATED; HONDA

MOTOR COMPANY, LTD.; RAYMOND

W. HOVSEPIAN; COMMONWEALTH

INSURANCE COMPANY; JOHN W.

BILLMYER; ROGER NOVELLY; RICHARD

DITARANTO; DOES 1-50; KOICHI

AMEMIYA; YOSHIDE MUNEKUNI; MARK

L. BENSON; DAMIEN C. BUDNICK;

DAVID L. PEDERSEN; THOMAS A.

CAULFIELD, a California Resident;

JOHN J. CONWAY, a New Jersey

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29 
4444444444444444444444444444444444444444444444447

Resident; LYON & LYON, a

California Partnership; ROLAND N.

SMOOT, a California Resident;

FREDERICK W. MEIS, JR., a Texas

Resident; FRANK PISANO, a Colorado

Resident; BEATRICE SIKORA; LARRY

C. FINLEY; PETER EPSTEEN; JOSEPH R.

HENDRICK, III, a North Carolina

Resident; ANGELO FALCONI, a

Pennsylvania Resident; CLIFF PECK;

JOHN ROSATTI; WILLIAM SCHUILING;

JOSEPH POPE, a California Resident;

SHAU WAI LAM, a New Jersey

Resident; HENRY KHACHATURIAN,

d/b/a Hank Torian, a California

Resident; MID PENINSULA MOTORS,

INCORPORATED, a California

Corporation; AUTO CAR,

INCORPORATED, a California

Corporation; EDGREN MOTORS,

INCORPORATED, a California

Corporation; MARTIN LUSTGARTEN;

DOES 1-100, inclusive; JOHN L.

HENDRICK, a North Carolina

Resident; HENDRICK AUTOMOTIVE

GROUP, a North Carolina

Corporation; DAH CHONG HONG,

LTD., a California Corporation; DAH

CHONG HONG TRADING CORPORATION,

a/k/a DCH, a New York

Corporation; HONDA NORTH

AMERICA, INCORPORATED; HENDRICK

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30 
4444444444444444444444444444444444444444444444447

MANAGEMENT CORPORATION; L.L.L.

SALES COMPANY, INCORPORATED;

DCH (OXNARD) INCORPORATED;

DAVID MCDAVID; VINCENT PIAZZA;

SANTO GEORGE POLING; J.R.H.,

INCORPORATED; WILLIAM O.

MUSGRAVE; CHARLES V. RICKS;

WESH, INCORPORATED; CANYON

HONDA, a California Corporation;

CANYON ACURA, a California

Corporation; RICK HINES, an

individual; CORONA HONDA, a

California Corporation; DAVID

CONANT; VIRGINIA'S FIRST FAMILY OF

FINE CARS INCORPORATED, d/b/a

Brown Oldsmobile Honda Saab, a

Virginia Corporation; AL SHENG, an

individual; EARL PILCHER,

(JFM-96-3447); B.D.A. ENTERPRISES

CORPORATION, formerly known as

Town & Country Automotive,

Incorporated, a Georgia Corporation

(JFM-96-3448); BARRY ALEXANDER,

(JFM-96-3448); RICK HENDRICK, a

New Jersey Resident

(JFM-96-3858); LYON & LYON, a

California Partnership; ROLAND N.

SMOOT, a California Resident; NFI

INCORPORATED, a Corporation

(JFM-96-4026); BIRD, BETHEA,

JORDAN & GRIFFIN, P.A.; IRVING H.

LASEROW, JFM-95-2492 Metro Auto,

Incorporated; I.H. LASEROW AND

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4444444444444444444444444444444444444444444444447

COMPANY, P.C., JFM-95-2493 Metro

Auto, Incorporated; EDWIN R.

TAYLOR; DOES 8-50; TASHA,

INCORPORATED; RICK HENDRICK

HONDA CARS COMPANY,

JFM-97-1288; TOWER H. LTD.; DCH

INVESTMENTS, INCORPORATED,

(California); CIVIC CENTER MOTORS,

LTD., d/b/a White Plains Honda, a

New York Corporation; 31-37

NORTH MOORE STREET CORPORATION;

RICK HEINZ, Hardin Oldsmobile

JFM-96-1838; PAUL T. BOHLANDER;

SUNSHINE HONDA; RICHARD H.

BROOKS; CLARENCE FINCHER; TETSUO

CHINO, former California Resident

and now residing in the Nation of

Japan; HENDRICK MANAGEMENT

COMPANY LIMITED PARTNERSHIP;

HENDRICK CORPORATION; HENDRICK

AUTOMOTIVE GROUP; HENDRICK

MANAGEMENT CORPORATION; THOMAS

DEL FRANCO; WILLIAM KUTCHERA;

JAMES A. THOMPSON, a Florida

Resident; LINDA LUSTGARTEN, a

Pennsylvania Resident; SCOTT

LUSTGARTEN, a Pennsylvania

Resident; CLASSIC AUTO GROUP,

INCORPORATED, a New Jersey

Corporation; SCOTT IMPORTS,

INCORPORATED, d/b/a Main Line

Honda, a Pennsylvania Corporation;

MARTIN NEWARK DEALERSHIPS,

INCORPORATED, d/b/a Martin Honda,

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4444444444444444444444444444444444444444444444447

a Delaware Corporation; THE TED

STEVENS CAR COMPANY,

INCORPORATED, a California

Corporation; THEODORE J. STEVENS, a

California Resident; WHITE PLAINS

HONDA, a New York sole

proprietorship; PAUL SINGER; JOHN

D'ELIA,

 Defendants,

AMERICAN HONDA MOTOR COMPANY,

INCORPORATED,

 Defendant & Third Party Plaintiff,

 v.

LAWRENCE SILVER; SILVER & FIELD,

 Movants-Appellants,

 and

MIDDLETOWN MOTORS, INCORPORATED;

RICHARD CATENA; IMPORTS OF

FREEHOLD, INCOPORATED; GRAND

MOTOR CAR COMPANY,

INCORPORATED; R.C. CALDWELL

IMPORTS, INCORPORATED; DAVID

TRAINER; HOLLYWOOD IMPORTS

LIMITED; PLAZA MOTORS OF

BROOKLYN, INCORPORATED;

HEMPSTEAD MOTORS, LIMITED; NORTH

PALM IMPORTS, LIMITED; CRYTAL BAY

IMPORTS, LIMITED; PARAMUS WORLD

MOTORS, INCORPORATED; DARON

MOTORS, INCORPORATED; DCH

MOTORS, INCORPORATED; DCH

4444444444444444444444444444444444444444444444448

33 
4444444444444444444444444444444444444444444444447

MANHATTAN; STEPHEN S. BIRD;

BETHEA, JORDAN & GRIFFIN, P.A.;

JOHN W. BILLMYER; S. JAMES

CARDIGES; ROBERT A. MAZZITELLI;

ROGER NOVELLY; DAMIEN C.

BUDNICK; DAVID L. PEDERSEN; MARK

L. BENSON; JOHN J. CONWAY;

CLARENCE FINCHER; JOHNNY R.

FINCHER; WILLIAM VINCE; WAYNE

VINCE; W. RODMAN RYAN; WILLIAM

LIA, JR.; DON LIA; DENNIS R.

JOSLEYN; HUGH P COOPER; ROBERT

N. RIVERS; FREDERICK W. MEIS, JR.;

BEATRICE SIKORA; WILLIAM

SCHUILING; DAVID TRAINOR; SANTO

GEORGE POLING; VINCENT RADLEY;

KAREN RADLEY; FRANK PISANO;

LARRY C. FINLEY; THOMAS A.

CAULFIELD; PETER EPSTEEN; HENDRICK

CORPORATION; ANGELO FALCONI; MIDPENINSULA MOTORS, INCORPORATED;

AUTO CAR, INCORPORATED; EDGREN

MOTOR COMPANY; DON CARLTON;

RICHARD CATENA; JOHN ROSATTI;

DAH CHONG HONG, LTD.; L.L.L.

SALES COMPANY, INCORPORATED;

DCH (OXNARD) INCORPORATED;

RAYMOND HOVSEPIAN; IRVING H.

LASEROW; I.H. LASEROW AND

COMPANY, P.C.,

 Third Party Defendants.

4444444444444444444444444444444444444444444444448

Appeals from the United States District Court 

for the District of Maryland, at Baltimore. 

J. Frederick Motz, District Judge. 

(CA-95-1069-MDL) 

34 
Argued: September 25, 2002 

Decided: January 17, 2003 

Before TRAXLER, Circuit Judge, 

HAMILTON, Senior Circuit Judge, and 

Claude M. HILTON, Chief United States District Judge for the 

Eastern District of Virginia, sitting by designation. 

____________________________________________________________

Affirmed by published opinion. Senior Judge Hamilton wrote the

opinion, in which Chief Judge Hilton joined. Judge Traxler wrote a

dissenting opinion.

____________________________________________________________

COUNSEL 

ARGUED: Paul Mogin, WILLIAMS & CONNOLLY, L.L.P., Washington, D.C., for Appellants. James Patrick Ulwick, KRAMON &

GRAHAM, P.A., Baltimore, Maryland, for Appellees. ON BRIEF:

Barry S. Simon, Joseph M. Terry, WILLIAMS & CONNOLLY,

L.L.P., Washington, D.C.; Herbert J. Patt, ANDRES & ANDRES,

Santa Ana, California, for Appellants.

____________________________________________________________

OPINION 

HAMILTON, Senior Circuit Judge:

 The United States District Court for the District of Maryland

enjoined a husband and wife, both citizens of California, from seeking

enforcement of a multi-million dollar arbitration award for legal malpractice that the couple had obtained in California against their former

attorney, who was also a citizen of California. In entering its injunction (the Injunction), the district court relied upon the All Writs Act,

28 U.S.C. § 1651(a), which provides that "[t]he Supreme Court and

all courts established by Act of Congress may issue all writs necessary or appropriate in aid of their respective jurisdictions and agree35 
able to the usages and principles of law." Id. The district court

believed the Injunction was necessary "to protect the integrity of [its]

processes and prevent the Honda [multi-district litigation] proceedings [that had been before it] from being used for an improper purpose . . . ." In re: American Honda Motor Co., Inc. Dealerships

Relations Litig., 162 F. Supp. 2d 387, 396 (D. Md. 2001).

 The couple are parties to a multi-district litigation (MDL) settlement agreement that was formally approved by the district court and

over which the district court expressly retained exclusive jurisdiction

to rule upon interpretive questions. The district court found the couple

had intentionally misled the California arbitrator about the actual

nature of the MDL proceedings, and that the couple had knowingly

and intentionally pressed an argument before the arbitrator that necessarily required the arbitrator to resolve a significant interpretive question involving substantive provisions of the MDL settlement

agreement.

 For reasons that follow, we affirm the district court's order entering

the Injunction.

I. 

 The couple to which we have just referred are Ruth and Roger Miller (the Millers).1

 At the end of 1986, the Millers purchased Huntington Beach Honda Automobile Dealership, partly through owner

financing. The Millers later defaulted on their financing obligations

under the purchase deal, and as a result, the widow of one of the two

former owners of the dealership filed a civil action against the Millers

in California state court in March 1994 (the 1994 State Court Action).

The Millers, who were not then represented by legal counsel, filed a

cross-complaint, and joined the widow of the other former owner as

a defendant on the cross-complaint.

____________________________________________________________

 1 Many of the facts set forth in this opinion are taken directly from the

district court's memorandum opinion of August 24, 2000. In re: American Honda, 162 F. Supp. 2d at 388-90. Where facts are disputed, we will

so state.

36 
 In July 1994, California attorney Lawrence Silver (Silver) undertook legal representation of the Millers in the 1994 State Court

Action. In this regard, Silver and the Millers entered into a retainer/fee agreement for legal services, under which Silver and the Millers agreed that any disputes between them "shall be subject to

mandatory arbitration." (J.A. 587).

 In April 1995, Silver filed an amended cross-complaint on behalf

of the Millers naming American Honda Motor Company, Incorporated (American Honda) as a defendant, asserting claims against the

company under the Racketeer Influenced and Corrupt Organizations

Act (RICO), 18 U.S.C. § 1961 et seq., and under California common

law. All such claims arose from the Honda bribery scandal that eventually became the subject of the MDL proceedings before the district

court in Maryland (the Honda MDL Proceedings).2

 The crux of the

bribery scandal was that Honda received kickbacks and bribes from

certain Honda dealerships throughout the United States in return for

increased allocations of selective new cars.

 American Honda filed a demurrer to the RICO claim in the Millers' amended cross-complaint, in the 1994 State Court Action, on the

ground that the Millers had failed to plead legally sufficient damages

under RICO. The demurrer was sustained without leave to amend, but

without prejudice to the Millers' ability to file a motion to reconsider

the court's decision denying leave to amend. In accordance with this

order, Silver, on behalf of the Millers, filed a motion for reconsideration, which was denied.

 The relationship between the Millers and Silver subsequently deteriorated, and after the Millers threatened to assert claims for legal

malpractice against Silver, Silver withdrew his appearance as counsel

for the couple in the 1994 State Court Action. Thereafter, against Silver's advice, the Millers voluntarily dismissed their remaining claims

in the 1994 State Court Action and refiled them in the United States

District Court for the Central District of California. The Millers'

claims were then transferred to the district court (for the District of

Maryland) as part of the Honda MDL Proceedings. Once the Millers'

____________________________________________________________

 2 We refer to American Honda Motor Company, Incorporated and its

affiliates collectively as "Honda" throughout this opinion.

37 
claims became part of the Honda MDL Proceedings, Honda moved

to dismiss them on the basis that the Millers' voluntary dismissal of

those same claims in the 1994 State Court Action constituted dismissal with prejudice.

 The law firm of Duane, Morris & Heckscher (Duane/Morris) represented the Millers as well as several other plaintiffs in the Honda

MDL Proceedings. Members of Duane/Morris served on the plaintiffs' executive committee, and the Millers personally participated in

the settlement approval process. Ultimately, the Millers opted to

accept the settlement agreement which concluded the Honda MDL

Proceedings. Hereafter, we will refer to this settlement agreement as

"the MDL Settlement Agreement." Under the MDL Settlement

Agreement, the Millers received the largest amount of damages of

any dealership—$6.32 million. But according to the district court's

memorandum opinion that accompanied its injunction order presently

under review, $6.32 million "was $1 million too high under the allocation formula that was used in determining the amounts to be paid

to settling class members." In re: American Honda, 162 F. Supp. 2d

at 389. In this regard, the district court explained as follows:

The formula contemplated that each dealer would be paid

$4,000 for each car which, as determined by a regression

analysis, the dealer had not received because of the bribery

scheme. Some dealers, like the Millers, purchased their

dealership during the class period, and were entitled to compensation only for those cars that were apportioned under

the settlement formula to the dealership after the date of

their purchase. This apportionment ordinarily was easy to

accomplish because—apparently in all cases other than the

Millers—Honda assigned a new dealer number when the

dealership changed hands. The Millers, however, were given

the same dealer number as their predecessors and therefore

received an apportionment of all of the cars to which their

dealership was entitled in 1986 despite the fact that they did

not purchase the dealership until mid-December of that year.

This resulted in a misapportionment to them of 250 cars,

which in turn resulted in an excess recovery of $1 million.

The error apparently was known both to the Millers and

38 
Duane/Morris when the Millers decided to accept the MDL

settlement.

Id. at 389-390 (emphasis added).

 In March 1997, the Millers sued Silver for legal malpractice in California state court. The Millers alleged that Silver had acted negligently in the 1994 State Court Action. The parties subsequently

agreed that the malpractice action would be dismissed without prejudice and that the statute of limitations would be tolled until April

1999.

 On October 9, 1998, the district court entered its "Order of Final

Settlement Approval and Judgment of Dismissal of Settled Claims"

in connection with the MDL Proceedings.3

 In this order, the district

court formally approved the MDL Settlement Agreement. In so

approving, the district court expressly found that the total amount of

settlement to be paid the plaintiffs' class under the MDL Settlement

Agreement was "fair, reasonable, and adequate, and in the best interests of [the] Plaintiff[s'] Class as a whole." (J.A. 548). Likewise, the

district court found that the plan of distribution to individual class

members under the MDL Settlement Agreement was "fair and reasonable, [and] is in the best interest of the Plaintiff[s'] settlement class

. . . ." (J.A. 550). Of significant relevance in the present appeal, the

district court's Settlement Approval Order states that the district court

"shall have and retain exclusive jurisdiction with respect to (i) implementation, interpretation and enforcement of the Settlement Agreement; (ii) supervision, allocation and distribution of the settlement

fund; and (iii) any applications or disputes concerning attorneys' fees,

costs, and expenses which may arise." (J.A. 551).

 After the district court entered its Settlement Approval Order, Silver filed a notice of lien in the district court against the Millers' share

of the settlement proceeds. Silver based his lien upon his claim that

he deserved compensation for the work that he had performed for the

Millers in the 1994 State Court Action.

____________________________________________________________

 3 Hereafter, we will refer to the district court's "Final Order of Settlement Approval and Final Judgment of Dismissal of Settled Claims" as

"the district court's Settlement Approval Order."

39 
 On the eve of expiration of the tolling agreement between the Millers and Silver, the Millers filed a malpractice action against Silver in

California state court (the 1999 State Court Action). In their complaint, the Millers acknowledged that they had partially mitigated

their damages through the MDL Settlement Agreement. Nevertheless,

the Millers alleged that but for Silver's negligence, they would have

recovered an additional $7 million in connection with the Honda bribery scheme. Silver filed a counterclaim for approximately $1.8 million in attorney's fees.

 Silver next made a motion before the district court requesting that

the district court adjudicate the merits of his lien against the Millers'

share of the proceeds under the MDL Settlement Agreement. He concomitantly requested that the district court adjudicate the merits of the

Millers' malpractice claim against him pending in the 1999 State

Court Action and his counterclaim for attorney's fees in the same

action.

 The Millers vehemently opposed the motion on the ground that

California state law issues would predominate in their dispute with

Silver. Notably, as found by the district court, the Millers did not disclose before the district court that they intended to assert a legal malpractice theory in the 1999 State Court Action that would require an

intimate knowledge of the legal issues involved in the Honda MDL

Proceedings and the MDL Settlement Agreement. They also did not

disclose before the district court that they intended to argue in such

action that the damages they were seeking from Silver were distinct

from the damages due them under the MDL Settlement Agreement.

 Based upon the Millers' representation that issues of California

state law would predominate in all of the disputes between themselves

and Silver, the district court initially declined to exercise jurisdiction

to adjudicate the merits of Silver's lien against the settlement proceeds due the Millers under the MDL Settlement Agreement, as well

as the merits of the Millers' malpractice claim against Silver in the

1999 State Court Action and his counterclaim for attorney's fees.

 Having lost his motion to have the district court adjudicate the merits of his malpractice/fee dispute with the Millers, Silver relied upon

the mandatory arbitration provision in the retainer/fee agreement

40 
between himself and the Millers to move in the 1999 State Court

Action for mandatory arbitration. The California state court granted

the motion.

 The arbitration, which lasted a total of fifteen days, took place in

California before a retired California state court judge. A key issue in

the arbitration was whether, but for Silver's alleged negligence, the

Millers would have obtained a greater recovery from American

Honda in the 1994 State Court Action than they did under the MDL

Settlement Agreement. Of relevance on appeal, the Millers contended

that, if their case had been handled properly, they would have recovered $7,475,000 in so-called "blue sky damages" from American

Honda for having greatly overpaid for goodwill at the time they purchased their dealership. The Millers denied before the arbitrator that

the MDL Settlement Agreement compensated them for such "blue sky

damages." The Millers referred to the damages due them under the

MDL Settlement Agreement as "allocation damages." According to

the Millers, these damages only compensated them for their lost profits as a result of not receiving their fair allocation of automobiles from

Honda.

 On January 10, 2001, the arbitrator issued an award heavily in

favor of the Millers. Finding that the MDL Settlement Agreement did

not compensate the Millers at all for the amount they had overpaid in

goodwill when they purchased their dealership, the arbitrator awarded

the Millers $7,475,000 as damages for such overpayment.4

 The arbitrator declined to award the Millers any amount of "allocation damages" on the basis that the Millers were awarded an adequate amount

of "allocation damages" under the MDL Settlement Agreement. The

arbitrator ruled against Silver on his counterclaim for attorney's fees.

In a supplemental award issued at a later date, the arbitrator awarded

the Millers $871,474.96 in attorney's fees in connection with their

prosecution of their malpractice claim.

____________________________________________________________

 4 The arbitrator also awarded the Millers $475,567.51 in damages for

malpractice on the part of Silver that was not directly related to Silver's

representation of the Millers with respect to their claims arising from the

Honda bribery scheme.

41 
 After issuance of the arbitration award, Silver filed a motion in the

Maryland district court for reconsideration of the district court's decision not to adjudicate the merits of his malpractice/fee dispute with

the Millers. Silver also sought a permanent injunction to enjoin the

Millers from enforcing their arbitration award in California state

court. The parties fully briefed and argued the motion before the district court, and the Millers agreed not to seek judicial enforcement of

their arbitration award pending a decision by the district court.

 On August 24, 2001, the district court issued an order and memorandum opinion granting Silver's motion and permanently enjoining

the Millers from enforcing their arbitration award to the extent that it

awarded them $7,475,000 for so-called "blue sky damages." In re:

American Honda, 162 F. Supp. 2d at 387-396. The district court also

enjoined the Millers from enforcing the supplemental award of attorney's fees with the proviso that the Millers had the opportunity to file

a motion with the district court for a determination regarding the

amount of attorney's fees and costs that they had incurred in the arbitration proceedings in connection with their "blue sky damages"

claim. Id. at 396. The district court ruled that after determining such

amount, it would modify the Injunction to permit the Millers to

enforce the remaining portion of the supplemental award. Id.

 Because we review on appeal the district court's entry of the

Injunction for abuse of discretion, In re March, 988 F.2d 498, 500

(4th Cir. 1993), we will next set forth the district court's expressed

reasons for entering the Injunction. The district court began the analysis portion of its August 24, 2001 memorandum opinion by setting

forth the Millers' first theory as to why the district court should not

enter the Injunction. In this regard, the district court stated as follows:

 The theory espoused by the Millers during the arbitration

proceedings in support of their claim for blue sky damages

was relatively straightforward. According to the Millers,

[the judge in the 1994 State Court Action] had sustained

Honda's demurrer in the litigation . . . because Silver had

misplead RICO damages by not claiming "concrete financial

loss" as required by the decision in Sheperd v. American

Honda Motor Co., 822 F. Supp. 625 (N.D. Cal. 1993). Further, according to the Millers, Silver knew how to plead

42 
damages properly because in the case of Austin Motors v.

American Honda, which he filed on behalf of other clients

in the Central District of California and which was transferred here as a part of the MDL proceedings, I overruled

a motion to dismiss filed by the Honda defendants on

Sheperd grounds. The sustaining of the demurrer in the California case led to the Millers' decision to dismiss that

action. That dismissal, in turn, led to the motion to dismiss

the Millers' claims filed by Honda in this court. Honda's

motion was still pending before me when the MDL settlement was reached, and the Millers assert that their fear that

I would grant the motion lead them to accept the settlement

instead of opting out. Finally, they contend, that if they had

opted out, they would have pursued their case against Honda

and received both the allocation damages they received as

part of the MDL settlement and the blue sky damages they

allegedly suffered as a result of having overpaid for their

dealership.

In re: American Honda, 162 F. Supp. 2d at 390-91 (footnote omitted).

 The district court identified what it believed to be five flaws in the

Millers' causation theory. The first flaw the district court identified

was that no one familiar with the Honda bribery scheme litigation

could reasonably conclude that Silver's alleged malpractice in not

pleading RICO damages properly in the 1994 State Court Action is

what caused the state court judge to sustain Honda's demurrer. The

second flaw the district court identified was that even assuming that

Silver misplead the RICO damages in the 1994 State Court Action,

that misfeasance was not the precipitating event which allegedly

placed the Millers on the horns of a dilemma in deciding whether to

accept the MDL Settlement Agreement. Rather, the district court reasoned, "their predicament was caused by their voluntary dismissal of

the California action after Silver no longer represented them and

against his advice." Id. at 392.

 The third flaw the district court identified in the Millers' causation

theory was that, to the extent the Millers prompted the arbitrator to

award them so-called "blue sky damages" by arguing that such damages were something different than "allocation damages," the Millers

43 
caused the arbitrator to usurp the district court's exclusive jurisdiction

to interpret the MDL Settlement Agreement. With regard to the merits

of the interpretive issue itself, the district court held that the Millers'

argument was off the mark, reasoning as follows:

As I have earlier indicated, the blue sky damages award was

intended to compensate the Millers for overpaying . . . for

the goodwill of their dealership. Goodwill had been calculated for purposes of the purchase agreement as a multiple

of the dealership's prior earnings. Its value was found by the

arbitrator to have been inflated because the earnings on

which it was based were themselves inflated by the sale of

cars that had been allocated to the dealership by corrupt

Honda executives in return for bribes that [the previous

owners] had paid. Although the damage for overpayment of

goodwill is somewhat conceptually different from damages

that the Millers suffered by misallocation of automobiles to

them after they had purchased the dealership, the two types

of damage are economically interrelated. From one perspective, the recovery the Millers received through the MDL settlement for automobiles they should have received but for

the bribery scheme substantially compensated them for the

full revenue stream for which they had paid when they purchased the dealership. In any event, economics aside, the

settlement agreement in the MDL settlement defined "allocation claims" to encompass "any claim, allegation or assertion arising in any way from the allocation or distribution of

Honda automobiles . . . ." Under this definition the blue sky

damages the Millers received in the arbitration proceeding

clearly were not distinct from, but one of the aspects of,

allocation damages.

Id. at 393 (second ellipses in original).

 The fourth flaw the district court identified in the Millers' causation theory was that the Millers received $1 million more under the

MDL Settlement Agreement than they were actually entitled to for

allocation damages as the Millers restrictively define it, yet the Millers failed to disclose such overpayment to the arbitrator. The fifth and

final flaw in the Millers' causation theory identified by the district

44 
court was that in awarding the Millers so-called "blue sky damages,"

the arbitrator made a speculative assumption that the Millers would

have recovered "blue sky damages" in state court if they had not

accepted the MDL Settlement Agreement.

 The district court next addressed the Millers' argument that however great the injustice their fallacious arguments in the arbitration

proceeding may have created, the district court was powerless to remedy it because of the strong federal policy in favor of arbitration, and

because the district court lacked jurisdiction to review an arbitration

award entered in a California state proceeding. In response, the district court acknowledged that the general propositions of law upon

which the Millers relied were sound, but stressed that this case "turns

not upon general principles but on its particulars." Id. at 395. The district court then went on to state:

Were I not to grant relief to Silver, I would be permitting the

MDL proceedings over which I presided to become a vehicle for the commission of a substantial injustice. The Millers

actively participated, both through their counsel and in a pro

se capacity, in the MDL proceedings. They received a substantial settlement from it, including $1 million more than

they were entitled to under the allocation formula. They

knew that in order to approve the settlement, I would have

to find that it was "fair, adequate and reasonable" for all

members of the class, including persons, such as themselves, who had allegedly overpaid for their dealerships

because of the bribes paid by their predecessors. They never

disclosed at the time they accepted the settlement their own

view that the settlement was, in fact, unfair, inadequate, and

unreasonable because it did not compensate them and similarly situated class members for their blue sky damages. Nor

did they reveal that they were reserving their right to pursue

such a claim against their former attorney.

 Moreover, when opposing Silver's original motion

requesting that I exercise jurisdiction over this dispute, the

Millers misrepresented that issues of state law would predominate in resolution of the dispute. They did not disclose

that they would be asserting in the arbitration proceeding a

45 
legal malpractice theory that would require an intimate

knowledge of the legal issues involved in the Honda MDL

proceedings. They also did not reveal that one of the contentions they intended to make in the arbitration proceeding

was that the blue sky damages they were seeking were distinct from the allocation damages they had recovered in the

MDL settlement. Resolution of that issue involved interpretation of the MDL settlement agreement and, as the Millers

knew, the settlement agreement conferred exclusive jurisdiction upon this court to interpret its terms.

 Most importantly, for the reasons I have previously

stated, the Millers made arguments before the arbitrator

about the Honda-related litigation that were so totally without merit that they can only be characterized as untrue. They

also withheld from the arbitrator that they received $1 million for 250 cars apportioned to them before they purchased

their dealership.

Id. at 395-96. In a footnote, the district court added that it was enjoining the arbitration award "not because of any mistake [the arbitrator]

made but because the Millers had no right to make before him the

deceptive arguments they did, misrepresenting what had occurred

during the Honda bribery litigation." Id. at 395 n.7.

 To summarize, the district court viewed "the global settlement of

the claims arising from the Honda bribery scheme [ ]as an asset, both

financial and judicial in nature, created under the auspices of the

MDL proceedings." Id. at 396. The district court believed that

"[t]hose who accepted its benefits have no right to obtain further

recovery (either from Honda or any third parties) by misrepresenting

to another tribunal that which led to its accomplishment." Id. at 396.

The district court found that "[t]his is what the Millers have done."

Id.

 Based upon its findings of misconduct by the Millers and the usurpation of its exclusive jurisdiction to resolve interpretative questions

under the MDL Settlement Agreement, the district court expressly

invoked the All Writs Act, 28 U.S.C. § 1651(a), to enter the Injunction. According to the district court, such invocation was necessary

46 
"to protect the integrity of [its] processes and prevent the Honda MDL

proceedings from being used for an improper purpose . . . ." Id. at

396.

 This timely appeal by the Millers followed in which the Millers

challenge the Injunction on the ground that the district court lacked

the authority to enter it. Also, Silver has filed a cross-appeal on the

ground that the district court erred by declining to adjudicate the merits of his lien on the Millers' portion of the settlement funds.

II. 

 The overarching question presented in this appeal is whether the

All Writs Act, 28 U.S.C. § 1651(a), gives a federal district court

authority to enjoin judicial enforcement of an arbitration award,

issued pursuant to state arbitration procedures, when: (1) the underlying arbitration resolved an issue over which the district court retained

exclusive jurisdiction to resolve pursuant to an order by that district

court approving a settlement agreement in MDL proceedings over

which the district court possessed subject matter jurisdiction; and (2)

the parties enjoined engaged in misconduct before the district court

and the arbitrator in connection with the subject of the injunction.5

We begin our resolution of this question by setting forth the actual

language of the All Writs Act and the established jurisprudence surrounding it.

 The All Writs Act, 28 U.S.C. § 1651(a), provides that "[t]he

Supreme Court and all courts established by Act of Congress may

____________________________________________________________

 5 We note that the district court's August 24, 2001 memorandum opinion identifies several issues regarding the merits of the Millers' malpractice claim about which the district court disagreed with the arbitrator's

resolution. However, with one exception, we do not read such memorandum opinion to establish that the district court entered the Injunction

because it disagreed with the arbitrator's resolution of the merits of the

Millers' malpractice claim. The one exception is the arbitrator's resolution of the interpretive question under the MDL Settlement Agreement

pertaining to the nature of the damages covered by that agreement, which

interpretive question the district court retained exclusive jurisdiction to

resolve pursuant to its Settlement Approval Order.

47 
issue all writs necessary or appropriate in aid of their respective jurisdictions and agreeable to the usages and principles of law." Id.

Although the All Writs Act does not independently confer subject

matter jurisdiction on federal courts, Syngenta Crop Protection, Inc.

v. Henson, 123 S. Ct. 366, 370 (2002), it does "authorize a federal

court `to issue such commands . . . as may be necessary or appropriate

to effectuate and prevent the frustration of orders it has previously

issued in its exercise of jurisdiction otherwise obtained,'" Pennsylvania Bureau of Corr. v. United States Marshals Serv., 474 U.S. 34, 40

(1985) (quoting United States v. New York Tel. Co., 434 U.S. 159,

172 (1977)). Such authorization, however, does not control "[w]here

a statute specifically addresses the particular issue at hand . . . ."

Pennsylvania Bureau of Corr., 474 U.S. at 43. For example, a party

"may not, by resorting to the All Writs Act, avoid complying with the

statutory requirements for removal" of a case in state court to federal

court. Syngenta Crop Protection, Inc., 123 S. Ct. at 370.

 Here, the district court enjoined the Millers from enforcing that

portion of the arbitration award relating to their so-called "blue sky

damages" in large measure to protect its exclusive jurisdiction to

resolve interpretive questions under the MDL Settlement Agreement.

The district court was also moved to action by its desire to rectify the

injustice the district court found the Millers had perpetrated by engaging in misconduct in order to defeat such jurisdiction. We find no

abuse of discretion in this regard.6

 The district court's possession of subject matter jurisdiction over

the claims of the Plaintiffs' Class in the MDL Proceedings is not in

dispute.7

 Neither is it disputed that, pursuant to the district court's Settlement Approval Order, the district court retained exclusive jurisdiction to interpret the terms of the MDL Settlement Agreement should

any dispute over its meaning arise. The record in this case leaves no

____________________________________________________________

 6 As previously stated, we review the district court's entry of the

Injunction for abuse of discretion. In re: March, 988 F.2d at 500.

 7 The class action complaint in the MDL Proceedings raised claims

under several federal statutory sections and state law. Thus, the district

court possessed subject matter jurisdiction over the MDL Proceedings

under the federal question statute and the supplemental jurisdiction statute. 28 U.S.C. §§ 1331, 1367(a).

48 
doubt that one of the key issues before the arbitrator was whether the

MDL Settlement Agreement compensated the Millers for the inflated

portion of the purchase price of their dealership attributable to the

misallocation of Honda automobiles prior to their purchase of such

dealership. Indeed, in order to establish the damages element of their

legal malpractice claim against Silver, the Millers had to prove that

but for Silver's malpractice, they would have recovered the inflated

portion of the purchase price of their dealership attributable to the

misallocation of Honda automobiles prior to their purchase of such

dealership. Coscia v. McKenna & Cueno, 25 P.3d 670, 672 (Ca.

2001) ("In a legal malpractice action arising from a civil proceeding,

the elements are (1) the duty of the attorney to use such skill, prudence, and diligence as members of his or her profession commonly

possess and exercise; (2) a breach of that duty; (3) a proximate causal

connection between the breach and the resulting injury; and (4) actual

loss or damage resulting from the attorney's negligence.").

 Whether the Millers had already received full or partial compensation for the inflated portion of the purchase price of their dealership

attributable to the misallocation of Honda automobiles prior to their

purchase of such dealership undeniably raised an interpretive question

under the MDL Settlement Agreement. Specifically, the Millers'

argument regarding "blue sky damages" versus "allocation damages"

raised an interpretive question regarding what damages the Millers

received for their "allocation claims" under the MDL Settlement

Agreement. However, in flagrant disregard of the district court's

exclusive jurisdiction to resolve such interpretative question, the Millers argued before the arbitrator that they were not compensated under

the MDL Settlement Agreement for what they termed "blue sky damages." Accordingly, under all of the facts and circumstances that we

have just outlined, we have no hesitancy in concluding that the

Injunction was necessary to prevent direct frustration of the district

court's Settlement Approval Order, for which the district court undeniably possessed subject matter jurisdiction to issue.8

 We also have no

____________________________________________________________

 8 My dissenting colleague writes that "there is simply no reason to

believe the MDL settlement order would be undermined by the enforcement of the arbitration award against Silver." Post at 58. Quite to the

contrary, enforcement of the arbitration award against Silver would allow

49 
trouble in concluding that the Injunction was necessary to cure the

injustices created by the Millers through their abuse of the MDL process.

 The Millers argue that, assuming arguendo the validity of these

conclusions, the district court still abused its discretion in entering the

Injunction because the Injunction did not meet any of the statutory

requirements of the Anti-Injunction Act, 28 U.S.C. § 2283. Syngenta

Crop Protection, Inc., 123 S. Ct. at 370 (a party may not, by resorting

to the All Writs Act, avoid compliance with the requirements of a

statute that specifically addresses the particular issue at hand).

 The Anti-Injunction Act prohibits a federal court from enjoining

"proceedings" in a state court "except as expressly authorized by Act

of Congress, or where necessary in aid of its jurisdiction, or to protect

or effectuate its judgments." 28 U.S.C. § 2283. This prohibition

extends to indirect injunctions against parties. Atlantic Coast Line

R.R. Co. v. Brotherhood of Locomotive Eng'rs, 398 U.S. 281, 287

(1970) ("It is well settled that the prohibition of § 2283 cannot be

evaded by addressing the order to the parties or prohibiting utilization

of the results of a completed state proceeding."). For purposes of the

Anti-Injunction Act, the term "proceedings" includes "all steps taken

or which may be taken in the state court or by its officers from the

institution to the close of the final process." Hill v. Martin, 296 U.S.

393, 403 (1935).

____________________________________________________________

the Millers to recover money damages based upon an arbitrator's interpretation of the term "allocation claim" under the MDL Settlement

Agreement, the existence of which interpretation is in direct contravention of the exclusive jurisdiction of the district court to resolve interpretive questions under the MDL Settlement Agreement, as expressly

provided in the Settlement Approval Order. The obvious purpose of the

district court retaining exclusive jurisdiction to resolve interpretive questions under the MDL Settlement Agreement is to require, in the interests

of fairness and justice, that all parties to the MDL Settlement Agreement

be bound by the same interpretation of its terms. Under this circumstance, the undermining of the Settlement Approval Order by enforcement of the arbitration award against Silver is self-evident.

50 
 For over two-hundred years, the Anti-Injunction Act "has helped to

define our nation's system of federalism." Employers Res. Mgmt. Co.,

Inc. v. Shannon, 65 F.3d 1126, 1130 (4th Cir. 1995). The three exceptions to the Anti-Injunction Act's prohibition against enjoining state

court proceedings "are construed narrowly, . . . and are not [to] be

enlarged by loose statutory construction." Id. (internal quotation

marks omitted) (alteration in original). The "necessary in aid of its

jurisdiction" exception to the Anti-Injunction Act is widely understood to apply most often when a federal court was the first in obtaining jurisdiction over a res in an in rem action and the same federal

court seeks to enjoin suits in state courts involving the same res. In

re: Prudential Ins. Co. of Am. Sales Practice Litig., 261 F.3d 355, 365

(3d Cir. 2001); 17 Charles Alan Wright, Arthur R. Miller, and

Edward H. Cooper, Federal Practice and Procedure 2d, § 4225 (2d

ed. 1988). However, support for a broader application of the "necessary in aid of its jurisdiction" exception can be found in the Supreme

Court's statement that both this exception and the third exception to

the Anti-Injunction Act allow federal injunctive relief against state

court proceedings where it is "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." Atlantic Coast Line R.R. Co., 398 U.S. at 295.

And as some legal scholars have pointed out, "[t]here have been some

signs of such flexibility in the recent cases." Federal Practice and

Procedure 2d § 4225 at 531.

 The most prominent area of such flexibility is school desegregation

cases. "In the school desegregation area the federal court typically

takes a controversy in hand, modifying its orders as need be from

time to time, and it has been held that the court can enjoin state proceedings that would interfere with the federal court's continuing jurisdiction." Id. Indeed, in a school desegregation case, we have relied

upon the "necessary in aid of its jurisdiction" exception to the AntiInjunction Act in upholding an injunction restraining a state court

suit: (1) in which the plaintiffs claimed that the school board was discriminating against white children with respect to the statutory standards applicable to exceptionally talented children; and (2) where

plaintiffs' claims could not be separated from the order previously

entered by the district court. Swann v. Charlotte-Mecklenburg Bd. of

Educ., 501 F.2d 383 (4th Cir. 1974). Especially relevant to the appeal

51 
before us is the fact that, in the multi-district litigation area, some

courts have permitted injunctions against parallel state court proceedings under the "necessary in aid of its jurisdiction" exception where

such state court proceedings threatened to frustrate multi-district litigation proceedings and disrupt the orderly resolution of those proceedings. In re: Prudential Ins. Co. of Am. Sales Practice Litig., 261

F.3d at 365 (collecting cases); Winkler v. Eli Lilly & Co., 101 F.3d

1196, 1202 (7th Cir. 1996) (collecting cases) ("We agree that the necessary in aid of jurisdiction exception [to the Anti-Injunction Act]

should be construed to empower the federal court to enjoin a concurrent state proceeding that might render the exercise of the federal

court's jurisdiction nugatory." (internal quotation marks omitted)).

 The "to protect or effectuate its judgments," language of the AntiInjunction Act has come to be known as "the relitigation exception"

to the Anti-Injunction Act. According to the Supreme Court, "[t]he

relitigation exception was designed to permit a federal court to prevent state litigation of an issue that previously was presented to and

decided by the federal court. It is founded in the well-recognized concepts of res judicata and collateral estoppel." Chick Kam Choo v.

Exxon Corp., 486 U.S. 140, 147 (1988). An injunction may issue

under the relitigation exception only if the claims or issues subject to

the injunction have actually been decided. Id. at 148 (stating that the

court must look to what the previous order "actually said" and may

not "render a post hoc judgment as to what the order was intended to

say"); LCS Servs., Inc. v. Hamrick, 925 F.2d 745, 749 (4th Cir. 1991)

("a complainant seeking to avail himself of the relitigation exception

to the [Anti-Injunction] statute must make a strong and unequivocal

showing of relitigation of the same issues") (internal quotation marks

omitted).

 Because the Millers failed to argue below that the Injunction did

not fall within one of the express exceptions to the Anti-Injunction

Act, we are constrained to review any alleged error on the part of the

district court with respect to the Anti-Injunction Act under the plain

error standard of review. In re: Celotex Corp., 124 F.3d 619, 630-31

(4th Cir. 1997) (adopting plain error standard of review used in criminal cases, as set forth in United States v. Olano, 507 U.S. 725 (1993),

for application in civil cases). Under the plain error standard of

review, we may only exercise our discretion to correct a forfeited

52 
error, if we: (1) find error; (2) find the error is plain; (3) find the error

affects the substantial rights of the party or parties alleging the error;

and (4) after examining the particulars of the case, we find the error

seriously affects the fairness, integrity or public reputation of judicial

proceedings. Id. at 630-31.

 Our application of the plain error test to the alleged error by the

district court reveals that the Millers are not entitled to vacature of the

Injunction on the basis of the Anti-Injunction Act. Assuming

arguendo that the first element of the plain error test is met, i.e., the

Injunction violates the Anti-Injunction Act because it enjoins a state

court proceeding and each of the Act's three exceptions are inapplicable, the second element of the plain error test is not met, i.e., the error

is not plain. For purposes of the plain error test, the term "`[p]lain'

is synonymous with `clear' or, equivalently,`obvious,'" Olano 507

U.S. at 734, under the law at the time of our appellate consideration,

Johnson v. United States, 520 U.S. 461, 468 (1997). At the present

time, the law is not clear or equivalently obvious that the "necessary

in aid of jurisdiction" exception to the Anti-Injunction Act's general

prohibition against a federal court enjoining a state court proceeding

is inapplicable to the Injunction. First, we have already concluded

under our discussion of the All Writs Act that the Injunction was necessary to vindicate the district court's exclusive jurisdiction to resolve

interpretive questions under the MDL Settlement Agreement. Thus,

the plain text of the "necessary in aid of jurisdiction" exception is

applicable. Second, as we have already set forth, some federal appellate courts have permitted injunctions under the same exception

where a parallel state court action threatens to frustrate federal multidistrict litigation proceedings and disrupt the orderly resolution of

those proceedings. E.g., Carlough v. Amchem Products, Inc., 10 F.3d

189, 202-03 (3d Cir. 1993) (holding that it was appropriate as necessary in aid of the district court's jurisdiction in class action asbestos

suit to enjoin absent members of plaintiff class from seeking a ruling

from state court permitting mass opting out of all plaintiffs in that

state, at mature phase of federal settlement proceedings and after

years of pretrial negotiation). Here, a strong argument can be made

that enforcement of the arbitration award in favor of the Millers

threatens to frustrate the district court's ability to provide a universal

interpretation of the term "allocation claim" under the MDL Settlement Agreement, which interpretive question may also arise in the

53 
future pursuant to litigation involving other parties to the MDL. In

sum, assuming the existence of error, the error is not plain.

 Moreover, assuming arguendo that the first three elements of the

plain error test are satisfied, several factors strongly weigh against our

finding that the assumed error seriously affects the fairness, integrity

or public reputation of judicial proceedings and will continue to do so

unless the assumed error is corrected. First, the Millers do not claim

that they in any way lacked the opportunity to raise the AntiInjunction Act below as a defense to the Injunction. Second, the Millers, as found by the district court and supported by the record on

appeal, intentionally mislead the district court at a critical motion

stage into believing that they did not intend to make any arguments

before the arbitrator that would raise interpretive questions under the

MDL Settlement Agreement. Third, despite the Millers' knowledge

that the district court retained exclusive jurisdiction to resolve interpretive questions under the MDL Settlement Agreement, the Millers

intentionally made arguments before the arbitrator that they knew

necessarily raised interpretive questions under the MDL Settlement

Agreement. Fourth and finally, as determined by the district court, the

Millers were already compensated, under the MDL Settlement Agreement, for their so-called "blue sky damages." In sum, we cannot conclude that the facts here call for us to exercise our discretion to correct

an assumed error not raised below.9

III. 

 As we previously stated, under all of the facts and circumstances

of this case, we have no difficulty in concluding that the Injunction

was necessary to prevent direct frustration of the district court's Settlement Approval Order and to cure injustice created by the Millers

through their abuse of the MDL process. Accordingly, we find no

abuse of discretion with respect to the district court's invocation of

the All Writs Act to enjoin the Millers from enforcing the "blue sky

damages" portion (including related attorneys' fees) of their multi-

____________________________________________________________

 9 We have also reviewed the Millers' remaining arguments in challenge

to the Injunction, and conclude that none warrant vacature of the Injunction.

54 
million dollar arbitration award. Therefore, we affirm the district

court's order entering the Injunction.10

AFFIRMED 

TRAXLER, Circuit Judge, dissenting:

 My colleague Judge Hamilton has done an admirably thorough job

of distilling and setting forth the applicable legal principles from decisions interpreting the All Writs Act. See 28 U.S.C.A. § 1651(a) (West

1994). I differ only in the conclusion I would reach after applying

those principles.

 In enjoining the Millers from enforcing their arbitration award

through the California court system, the district court exercised jurisdiction pursuant to the All Writs Act.* The All Writs Act grants district courts the power to "issue all writs necessary or appropriate in

aid of their respective jurisdictions and agreeable to the usages and

principles of law." 28 U.S.C.A. § 1651(a). The All Writs Act does not

provide an independent source of federal jurisdiction over claims that

otherwise would not fall within the jurisdiction of the federal courts,

like those filed by the Millers under state law against Silver, a nondiverse defendant. See Syngenta Crop Protection, Inc. v. Henson, 123

S. Ct. 366, 370 (2002) ("[P]etitioners must demonstrate that original

____________________________________________________________

 10 With respect to Silver's cross-appeal, we also affirm, as not an abuse

of discretion, the district court's denial of that portion of Silver's motion

requesting the district court to adjudicate the merits of his attorneys' fees

claim. We find Silver's arguments in support of his cross-appeal without

merit.

 *Although the court also referred to its "inherent jurisdiction to prevent the MDL proceedings from being used to effect the miscarriage of

justice," In re: American Honda Motor Co. Litigation, 162 F.Supp.2d

387, 395 (D. Md. 2001), the order, viewed as a whole, does not purport

to rest on its inherent powers as an additional jurisdictional basis. See

Columbus-America Discovery Group v. Atlantic Mut. Ins. Co., 203 F.3d

291, 299 (4th Cir.) (recognizing the inherent authority of a district court

to enforce a settlement agreement against the parties where the terms of

the agreement have been incorporated into a court order), cert. denied,

531 U.S. 918 (2000).

55 
subject-matter jurisdiction lies in the federal courts . . . . [T]he All

Writs Act does not, by its specific terms, provide federal courts with

an independent grant of jurisdiction." (internal quotation marks omitted)); see also Hillman v. Webley, 115 F.3d 1461, 1469 (10th Cir.

1997) ("[T]he [All Writs] Act does not allow a court to acquire jurisdiction over an individual or property not otherwise subject to its

jurisdiction, and does not operate to confer jurisdiction." (internal

quotation marks omitted)). Thus, a court may issue a writ or injunction under the All Writs Act only if the court is acting "in aid of" a

matter over which it previously obtained jurisdiction.

 The grant of power to issue writs "in aid of jurisdiction" under the

All Writs Act supplies a district court with the authority to protect the

integrity of its orders. See United States v. New York Tel. Co., 434

U.S. 159, 172 (1977) ("This Court has repeatedly recognized the

power of a federal court to issue such commands under the All Writs

Act as may be necessary or appropriate to effectuate and prevent the

frustration of orders it has previously issued in its exercise of jurisdiction otherwise obtained."). Hence, we have recognized that "[t]he All

Writs Act empowers a federal court to enjoin parties before it from

attempting to relitigate decided issues and to prevent collateral attack

of its judgments." Farmers Bank v. Kittay (In re March), 988 F.2d

498, 500 (4th Cir. 1993); see also Henson v. Ciba-Geigy Corp., 261

F.3d 1065, 1068 (11th Cir. 2001) ("[A] district court has the authority

. . . to enjoin a party to litigation before it from prosecuting an action

in contravention of a settlement agreement over which the district

court has retained jurisdiction."), aff'd sub nom., Syngenta Crop Protection, Inc. v. Henson, 123 S. Ct. 366, 370 (2002); Texas v. Real Parties in Interest, 259 F.3d 387, 392 (5th Cir. 2001) (recognizing that

a number of courts have interpreted the All Writs Act to "permit a district court to enjoin actions in state court . . . only where necessary

to prevent relitigation of an existing federal judgment or otherwise to

protect federal court orders."), cert. denied, 534 U.S. 1115 (2002);

Wesch v. Folsom, 6 F.3d 1465, 1470 (11th Cir. 1993) (explaining that

the All-Writs Act "empowers federal courts to issue injunctions to

protect or effectuate their judgments."); Kelly v. Merrill Lynch,

Pierce, Fenner & Smith, Inc., 985 F.2d 1067, 1069 (11th Cir. 1993)

(per curiam) ("The All-Writs Act . . . gives federal courts broad

injunctive powers to protect their own judgments. . . . This power

includes the authority to enjoin arbitration to prevent relitigation.").

56 
 Because Silver did not participate in the MDL proceedings as

either a litigant or as counsel for the Millers, the dispute between Silver and the Millers is not directly before the district court and does

not threaten its settlement order in the same way as would a postsettlement dispute between the Millers and their MDL counsel or the

Millers and Honda. Cf. Thomas v. Powell, 247 F.3d 260 (D.C. Cir.)

(finding that the Anti-Injunction Act did not preclude the district court

from enjoining state action between class counsel and his client), cert.

denied, 122 S. Ct. 347 (2001). Nevertheless, the power of the federal

courts to safeguard the integrity of court orders "extends, under

appropriate circumstances, to persons who, though not parties to the

original action or engaged in wrongdoing, are in a position to frustrate the implementation of a court order or the proper administration

of justice, and encompasses even those who have not taken any affirmative action to hinder justice." New York Tel. Co., 434 U.S. at 174

(emphasis added) (internal citations omitted). Accordingly, the question is whether the enforcement of the arbitration award threatened

the integrity of the district court's order approving the MDL settlement agreement so that an injunction was required to prevent it.

 The district court appears to rest its decision that the injunction was

necessary to protect the integrity of its order upon two conclusions.

First, the court determined that the Millers, by advancing the theory

that Silver's malpractice in the prior state lawsuit against Honda

caused them to forgo "blue sky" damages that were not covered by

the MDL settlement, made the scope of the MDL settlement a central

issue in the California arbitration. Because the district court's settlement order indicated the court intended to retain exclusive jurisdiction

over the "implementation, interpretation and enforcement of the Settlement Agreement," J.A. 550-51, the district court reasoned that the

arbitrator's consideration of whether "blue sky" damages were covered by the MDL settlement contravened the court's settlement order

because it required an interpretation of the settlement agreement. See

In re: American Honda Motor Co. Litigation, 162 F.Supp.2d 387, 395

(D. Md. 2001).

 With respect, I cannot conclude that the arbitration award, arising

from a California state malpractice action, threatened the integrity of

the district court's order. The Millers are not attempting to recover,

directly or indirectly, any additional damages from Honda. They are

57 
not relitigating any of their claims against Honda that were resolved

in the MDL litigation or otherwise collaterally attacking the district

court's settlement order. The Millers's claims in arbitration involved

the completely distinct legal issue of whether, under California law,

Silver committed malpractice in a prior state action that was never

before the district court. In my view, there is simply no reason to

believe the MDL settlement order would be undermined by the

enforcement of the arbitration award against Silver.

 In concluding that the arbitration award does not threaten the integrity of the district court's settlement order, I would emphasize that the

proper analytical focus is on whether the injunction qualified as an

exercise of power "in aid of" jurisdiction under the statute, as opposed

to whether and to what extent the settlement order purported to retain

jurisdiction over matters related to the MDL litigation. The district

court's authority to protect its orders under the All Writs Act did not

turn on whether the court had retained jurisdiction to do so. See Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994)

("Federal courts . . . possess only that power authorized by Constitution and statute, which is not to be expanded by judicial decree."

(internal citations omitted)). Thus, the only significant question in

assessing the district court's authority under the All Writs Act was

whether that statute was satisfied.

 Finally, the district court's other conclusion serving as a basis for

the injunction was that during the arbitration, the Millers intentionally misrepresented the nature of the MDL settlement and the facts

and circumstances surrounding it. The district court suggested that it

was necessary to enjoin the enforcement of the California arbitration

award to prevent the Millers from benefitting from their misrepresentations about the scope of the damages awarded under the MDL settlement. See In re: American Honda Litigation, 162 F.Supp.2d at 394-

95 n.7 ("[A]lthough I find that the arbitrator erred in his apparent

findings, I am enjoining the award he entered not because of any mistake he made but because the Millers had no right to make before him

the deceptive arguments they did, misrepresenting what had occurred

during the Honda bribery litigation."). The fact that the Millers misrepresented to the California arbitrator what occurred in the MDL litigation does not, in and of itself, threaten to undermine the district

court's settlement order. Even if the misrepresentations resulted in an

58 
arbitration award that was erroneous on the merits, such an award, for

the reasons previously stated, does not threaten the integrity of the

settlement order.

 In sum, I would respectfully hold that the district court abused its

discretion in issuing the injunction as it was not a proper exercise of

power "in aid of" jurisdiction under the All Writs Act.

59