Goel v. Bunge, Ltd.
820 F.3d 554
2d Cir.2016Background
- Plaintiffs Vikas Goel and Rainforest Trading Ltd. sued defendants (Bunge entities and State Bank of India) alleging a long-running fraud tied to Goel’s sale of eSys shares to Teledata and related transactions, asserting RICO and state-law claims.
- Plaintiffs originally litigated related matters in Singapore and New York state court before filing this action on January 2, 2014, in New York state court; defendants removed to federal court.
- Defendants moved to dismiss under Fed. R. Civ. P. 12(b)(6), arguing plaintiffs’ RICO claims were barred by the four-year statute of limitations.
- The district court dismissed the RICO claims as time-barred (finding Goel on inquiry notice by 2007) and declined supplemental jurisdiction over state claims.
- On appeal, plaintiffs argued (1) New York’s savings statute (CPLR § 205(a)) saved their claims and (2) the district court improperly relied on extrinsic materials (Goel’s deposition and an affidavit) at the motion-to-dismiss stage.
- The Second Circuit rejected the CPLR savings-statute argument but held the district court erred by considering extrinsic documents that were not integral to the complaint without converting the motion to one for summary judgment; it vacated and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether NY CPLR § 205(a) can toll federal RICO limitations | CPLR § 205(a) should save/refile the federal RICO claim | Federal tolling rules govern RICO; state saving statute cannot extend federal limitations | Held for defendants: federal tolling applies; CPLR § 205(a) does not save RICO claims |
| Whether Goel was on inquiry notice before 2010 (RICO timeliness) | Goel contends claims were timely filed in 2014 | Defendants say evidence shows Goel had inquiry notice by 2007, so claims are time-barred | Not finally decided on appeal — district court had found notice by 2007, but Second Circuit vacated and remanded because of procedural error |
| Whether district court properly considered extrinsic materials on Rule 12(b)(6) motion | Extrinsic deposition and affidavit are not integral; court should not have considered them without conversion | Defendants argue those documents were integral and justified consideration on motion to dismiss | Held for plaintiffs: documents were not integral; court erred by considering them without converting to summary judgment under Rule 12(d) |
| Proper procedural treatment when extraneous materials are presented on a 12(b)(6) motion | Court should exclude materials or convert motion to summary judgment and give parties opportunity to present evidence | Court may treat certain documents as integral in narrow circumstances | Held for plaintiffs: where documents are not integral, the court must either exclude them or convert the motion and afford appropriate Rule 56 process |
Key Cases Cited
- Koch v. Christie’s Int’l PLC, 699 F.3d 141 (2d Cir. 2012) (RICO claims governed by a four-year statute of limitations)
- Riverwoods Chappaqua Corp. v. Marine Midland Bank, N.A., 30 F.3d 339 (2d Cir.) (federal tolling doctrines govern civil RICO actions)
- Burnett v. N.Y. Cent. R.R. Co., 380 U.S. 424 (U.S. 1965) (federal limitations periods should not be varied by state saving statutes)
- Sawyer v. Atlas Heating & Sheet Metal Works, Inc., 642 F.3d 560 (7th Cir.) (limitations period determined by source of law, not forum)
- Global Network Commc’ns, Inc. v. City of New York, 458 F.3d 150 (2d Cir. 2006) (scope of materials a court may consider on Rule 12(b)(6) and the ‘‘integral’’-document exception)
- Chambers v. Time Warner, Inc., 282 F.3d 147 (2d Cir. 2002) (document is integral only where complaint relies heavily on its terms and effect)
- Concord Assocs., L.P. v. Entm’t Props. Tr., 817 F.3d 46 (2d Cir. 2016) (limited universe of materials reviewable on Rule 12(b)(6))