American Premier Underwriters, Inc.; American Financial Group, Inc., Plaintiffs-Appellants,
National Railroad Passenger Corporation, Defendant-Appellee.
from the United States District Court for the Southern
District of Ohio at Cincinnati. No. 1:08-cv-00346-Sandra S.
Beckwith, District Judge.
Nathaniel R. Jones, Michael L. Cioffi, John P. Curp, Lori B.
Nuckolls, BLANK ROME LLP, Cincinnati, Ohio, for Appellants.
H. Bergeron, Rachael A. Harris, SQUIRE PATTON BOGGS (US) LLP,
Cincinnati, Ohio, for Appellee.
Before: GILMAN, GIBBONS, and STRANCH, Circuit Judges.
LEE GILMAN, Circuit Judge.
Premier Underwriters, Inc. (APU) holds shares of stock in
National Railroad Passenger Corporation (Amtrak) pursuant to
the Rail Passenger Service Act of 1970 (RSPA), Pub. L. No.
91-518, 84 Stat. 1327. Under § 415(b) of the
Amtrak Reform and Accountability Act of 1997 (ARAA), 49
U.S.C. § 24304 note, Amtrak was required to redeem all
of its stock held by APU at fair market value by October 1,
19, 2008, APU filed a complaint against Amtrak, asserting
seven claims based on Amtrak's failure to redeem the
stock. (American Financial Group, APU's parent company
and the beneficial owner of the stock at issue, is also a
party to this lawsuit. We will refer to both entities
collectively as APU.) The United States District Court for
the Southern District of Ohio, in 2011, granted Amtrak's
motion to dismiss in its entirety. In 2013, this court upheld
the dismissal of six of the claims and remanded for the
district court to decide whether the statute of limitations
barred the remaining claim. On remand, the district court
concluded that the remaining claim was indeed barred and
granted Amtrak's motion to dismiss.
parties agree that the applicable statute of limitations is
three years. On this second appeal, the sole issue is the
proper accrual date for APU's remaining claim. For the
reasons set forth below, we AFFIRM the judgment of the
holds 5.2 million shares of Amtrak common stock. Section
415(b) of the ARAA mandated that "Amtrak shall, before
October 1, 2002, redeem all common stock previously issued,
for the fair market value of such stock." In 2000,
Amtrak proposed fulfilling this obligation by offering to
redeem APU's common stock for three cents per share. APU
rejected Amtrak's offer on November 2, 2000. This offer,
according to APU, was "de minimis" and did
not adequately represent the fair market value of the stock.
The October 1, 2002 statutory deadline passed without Amtrak
making any further offer to redeem the shares.
Amtrak negotiated from 2000, when Amtrak made its initial
offer, until January 2008, when Amtrak declared that the
shares were worthless and that further negotiations would be
futile. The parties never reached a settlement of their