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American Premier Underwriters, Inc. v. National Railroad Passenger Corp.

United States Court of Appeals, Sixth Circuit

October 5, 2016

American Premier Underwriters, Inc.; American Financial Group, Inc., Plaintiffs-Appellants,
v.
National Railroad Passenger Corporation, Defendant-Appellee.

         Appeal from the United States District Court for the Southern District of Ohio at Cincinnati. No. 1:08-cv-00346-Sandra S. Beckwith, District Judge.

         ON BRIEF:

          Nathaniel R. Jones, Michael L. Cioffi, John P. Curp, Lori B. Nuckolls, BLANK ROME LLP, Cincinnati, Ohio, for Appellants.

          Pierre H. Bergeron, Rachael A. Harris, SQUIRE PATTON BOGGS (US) LLP, Cincinnati, Ohio, for Appellee.

          Before: GILMAN, GIBBONS, and STRANCH, Circuit Judges.

          OPINION

          RONALD LEE GILMAN, Circuit Judge.

         American 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, 2002.

         On May 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.

         The 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 district court.

         I. BACKGROUND

         A. Factual background

         APU 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.

         APU and 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 dispute.

         B. ...


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