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This dispute concerned certain tax liabilities that allegedly were assumed by the predecessor corporation of defendant-appellee City Investing Company Liquidating Trust (the “Trust”). For the reasons that follow, we conclude that Am Base's claims are barred as a matter of law by the doctrine of res judicata. Certain directors and officers of City (“Trustee Defendants”) occupied certain fiduciary positions with both Am Base and the Trust.The District Court dismissed the complaint upon a finding that the express contractual indemnification claim pleaded therein failed to state a claim upon which relief could be granted and that the restitution, unjust enrichment, implied contract, and breach of fiduciary duty claims were time barred by New York's statute of limitations. Accordingly, we affirm the judgment of the District Court without reaching the merits of whether Am Base's various claims either fail to state a claim upon which relief can be granted or are time barred. The Parties City Investing Company (“City”) was a publicly-held Delaware holding company that was dissolved and liquidated in 1985. Defendant-appellee George Scharffenberger was a Trustee of the Trust since its creation and served as Chairman of the Board of Directors of Am Base from prior to 1985 until January 1993, and as Am Base's Chief Executive Officer from March 1990 until May 1991.Moreover, Am Base did not demand that the Trust pay the taxes allegedly owing, nor did it demand that the Trust assume the defense against the IRS.On or about May 11, 1995, the IRS issued a Notice of Deficiency to Am Base, claiming entitlement to the funds that it alleged should have been withheld.Unfortunately for investors, North Star shareholders reportedly lost one-third of their original value of their investment overnight after the newly formed company Colony North Star became publicly listed under the symbol “CLNC.” Investors may not have understood the need to exit their position before the merger took place resulting in a much more volatile publicly traded company.According to Central Trade & Transfer, a secondary market for non-traded REITs, shares of N1 Liquidating Trust were recently listed for just $.30/per share.The White Law Group, LLC is a national securities fraud, securities arbitration, investor protection, and securities regulation/compliance law firm with offices in Chicago, Illinois and Vero Beach, Florida. Before: WALKER, Chief Judge, and OAKES and MINER, Circuit Judges. Kravitz, Wiggin & Dana LLP, New Haven, CT (Victor A. One of City's wholly-owned subsidiaries was the Home Group, Inc., which changed its name to Am Base in 1989. At the same time, the Trust was formed to, “among other things, assume all of the claims, liabilities, and obligations” of City that were “not otherwise provided for.” The Trust was initially funded with assets having an aggregate estimated value of approximately 0 million.
Tax liabilities were not expressly mentioned in Schedule I. Tax Dispute During the latter half of the 1970s, City sought access to the Eurobond market to obtain long-term financing at a fixed rate of interest and to reduce the amount of indebtedness it had borrowed from its American bankers under a revolving credit agreement. In 19, City raised million and million, respectively, from the Eurobond market through its Netherlands Antilles subsidiary. Furthermore, the notes provided that the issuer would indemnify the holders with respect to any American withholding taxes that might be imposed. City's Netherlands Antilles subsidiary immediately lent the proceeds from the Eurobond offering to City. The amount of the withholding at issue was almost million.
North Star, a publicly registered non-traded REIT, invests in real estate debt, select equity and securities investments predominantly in the United States.