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Healey Alternative Investment Partnership v. Royal Bank of Canada

United States District Court, Third Circuit

May 8, 2013

HEALEY ALTERNATIVE INVESTMENT PARTNERSHIP, Plaintiff,
v.
ROYAL BANK OF CANADA and RBC DOMINION SECURITIES CORPORATION a/k/a RBC CAPITAL MARKETS CORPORATION, Defendants.

SUPPLEMENTAL OPINION

REN┬žE MARIE BUMB, District Judge.

On March 19, 2013, with the consent of the parties, this Court conducted a settlement conference in the above-captioned matter. During the conference, it became apparent that there was confusion by the parties regarding the Court's prior opinions [Docket Nos. 23, 43] denying in part and granting in part the Defendants' motions to dismiss. In light of this confusion, the Court directed the parties to submit letter briefs outlining their respective understandings of the prior opinions. The parties timely filed submissions as directed. [Docket Nos. 84, 85].

In its prior Opinions, this Court sought to reconcile the facts that:

(1) the agreement at issue did not require Defendants to mirror Plaintiff's basket;
(2) the agreement called for the final value of each fund in the basket to be based upon the amount: "that actually would be received upon complete and final settlement of liquidation or redemption by a hypothetical beneficial owner thereof assuming such beneficial owner properly submitted a notice of full liquidation or redemption to such Hedge Fund on the [Termination Date] with instructions to liquidate or redeem such Hedge Fund as soon as possible"; and
(3) the agreement called for the Defendants to make any valuation determinations in a good faith and commercially reasonable manner.

It reconciled these provisions by concluding, as a matter of law, based on Plaintiff's Amended Complaint (the "Complaint") and the parties' agreement, which was attached thereto, that:

(1) Plaintiff was only entitled to a valuation of the amount that would actually be redeemed by an actual investor who submitted a liquidation notice at the same time as Plaintiff[1];
(2) the fact that Defendants did not necessarily have to mirror Plaintiff's basket signaled that the agreement contemplated Defendants potentially having to make final valuations, without conclusive information, by projecting the amount they would receive if they had mirrored Plaintiffs' investments;
(3) it was an open question, in light of Point 2 and the agreement's good faith and commercial reasonableness requirement, whether, where Defendants did mirror Plaintiff's basket and Defendants' own investments were still subject to holdbacks of indefinite duration, it was commercially reasonable for them to delay making final valuation determinations until they had conclusive valuation information based on their own investments being redeemed; and
(4) it would be improper, where a final value of a fund was known and fixed but holdbacks or other issues prevented repayment to Defendants, for Defendants to fail to make a final valuation determination.

Applying these legal conclusions to Plaintiff's claims, the Court determined that:

(1) Plaintiff had failed to plausibly state a claim that it was entitled to the valuations within the September 2008 basket report, since that report consisted of estimates of the then-existing valuations of the hedge funds and would be stale by the time a hypothetical investor with Plaintiff's positions would actually have its investments redeemed; and
(2) Plaintiff had plausibly stated a claim, in light of the significant amount of time since Plaintiff had requested redemptions and Defendants' ability to produce interim valuation reports, that Defendants had failed to calculate final valuations in a good faith and commercially reasonable time frame.

Accordingly, this Court permitted Plaintiff to proceed on its claim that Defendants failed to make final valuations in a good faith and commercially reasonable time frame. This leaves several issues that will require resolution through summary judgment or at trial:

(1) the relevance of the parties' past final valuation practices[2];
(2) whether Defendants have subsequently made final valuation determinations for any of the funds at issue and whether Plaintiff's claims on those funds are moot as a result[3];
(3) to the extent Plaintiff's claims are not moot, whether Defendants failed to make final valuation determinations in a good faith and commercially reasonable time frame[4]; and
(4) assuming Plaintiff prevails on this claim, determining the amount an actual investor who submitted a redemption request at the same time as Plaintiff would ultimately receive when its request was redeemed.[5]

This Court previously scheduled a settlement conference for June 7, 2013. However, Plaintiff indicated, in its supplemental submission, that a supplemental opinion adopting Defendants' position would not foster settlement discussion and would instead likely necessitate an appeal. In light of this representation, and the fact that this Supplemental Opinion largely adopts Defendants' position, there would be little utility in holding the scheduled settlement conference. Therefore, the settlement conference is CANCELLED.

The parties should instead: (1) meet and confer to discuss the completion of discovery and a briefing scheduling for dispositive motions; and (2) contact Judge Williams with a proposed schedule. They shall do so on or before May 17, 2013. If Plaintiff's position with respect to the utility of settlement discussions changes, and Defendants remain amenable to such discussions, the parties should so advise the Court.


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