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TUFTS v. CORPORATION OF LLOYD'S

August 12, 1996

J. DAVID TUFTS, III, ESTATE OF JAMES D. TUFTS, II, ALBERT B. CRUTCHER and LINDA TUFTS HEBBLER, Plaintiffs, against THE CORPORATION OF LLOYD'S a/k/a THE COUNCIL OF LLOYD'S AND THE COMMITTEE OF LLOYD'S d/b/a LLOYD'S OF LONDON, Defendants.


The opinion of the court was delivered by: KEENAN

 JOHN F. KEENAN, United States District Judge:

 Before the Court is the motion of defendants The Corporation of Lloyd's a/k/a The Council of Lloyd's and the Committee of Lloyd's d/b/a Lloyd's of London (collectively referred to herein as "Lloyd's") to dismiss the complaint in this action pursuant to Fed. R. Civ. P. 12(b)(6). Plaintiffs oppose the motion. For the reasons that follow, Defendants' motion to dismiss is granted.

 I. Roby Procedural History

 Plaintiffs filed this independent action under Fed. R. Civ. P. 60(b) seeking relief from the judgment in Roby v. The Corporation of Lloyd's, 824 F. Supp. 336 (S.D.N.Y. 1992) (Lasker, J.), aff'd 996 F.2d 1353 (2d Cir.), cert. denied, 510 U.S. 945, 114 S. Ct. 385, 126 L. Ed. 2d 333 (1993) on the ground of newly discovered evidence. In Roby, Plaintiffs here, together with more than one hundred other American investors at Lloyd's, charged Lloyd's and various of its related entities with violating the Securities Act of 1933, the Securities Exchange Act of 1934, and the Racketeer Influenced and Corruptions Act. The Roby plaintiffs alleged that Lloyd's solicited their investments in securities without adequately disclosing the risks of those investments.

 By Opinion and Order dated August 25, 1992, United States District Judge Morris E. Lasker dismissed the Roby plaintiffs' action on the grounds that forum selection and choice of law clauses (the "choice clauses") in Lloyd's' standard contracts with its investors required the Roby plaintiffs to bring their claims against Lloyd's in the courts of England and to be bound by English law. Roby, 824 F. Supp. 336. Judge Lasker's decision was affirmed by the Second Circuit Court of Appeals, and the United States Supreme Court denied certiorari to hear plaintiffs' appeal. The Court assumes familiarity with the content of these published decisions.

 II. Plaintiffs' Relationship to Lloyd's

 Plaintiffs in the instant action, a small subset of the Roby plaintiffs, are investors or "Names" in Lloyd's' syndicates. The syndicates underwrite Lloyd's' insurance risk. Lloyd's itself has been described as "a market somewhat analogous to the New York Stock Exchange . . . [that] promulgate[s] regulations and enforce[s] compliance therewith." Roby, 996 F.2d at 1357. The detailed operation of Lloyd's was described fully in Judge Lasker's and the Second Circuit's decisions in Roby.

 Upon becoming members in Lloyd's, Names are placed in syndicates, through which they receive a percentage of the premiums paid to the syndicate by the insured in exchange for their assuming a specified percentage of the total risk of the policies. Names have unlimited personal liability for their respective shares of the syndicate's risk, but do not assume any of the liability of fellow Names. In other words, a Name's liability in a syndicate is several, not joint.

 To become a Name, each investor is required to enter into a one-and-a-half-page agreement with Lloyd's' governing bodies referred to as the "General Undertaking." In 1986, Lloyd's revised the General Undertaking to include the choice clauses. The forum selection clause designates the courts of England as the "exclusive jurisdiction to settle any dispute and/or controversy if whatsoever nature arising out of or relating to" a Name's membership. The choice of law clause provides for the application of English law to any claims made against Lloyd's.

 III. The Louisiana Action

 Plaintiffs all became Lloyd's Names between January 1983 and January 1985. In 1986, each of them executed the revised General Undertaking containing the choice clauses. In June 1992, as Plaintiffs' investment losses in their Lloyd's syndicates mounted, Plaintiffs joined the already ongoing Roby action.

 In July 1992, while Lloyd's' motion to dismiss Roby was still pending before Judge Lasker, Plaintiffs commenced a second action in Louisiana state court to enjoin Whitney National Bank of New Orleans, the issuer of letters of credit securing Plaintiffs' investments at Lloyd's, and National Westminster Bank, PLC, an English confirming bank, from drawing on Plaintiffs' letters of credit. Before a preliminary injunction hearing could be held, ...


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