Continental Casualty Company v. Symons, et al.

Citation:
14-2665, 14-2671 & 15-1061
Tag(s):
Ruling:
7th Circuit affirmed the finding of the District Court that Symons International was liable for breach of a 1998 sale agreement; found Symons International Goran, Granite, and the Symons individually, liable as transferees under Indiana Uniform False Transfer Act; and the Symons liable under alter-ego theory.
Procedural context:
On June 4, 2001 IGF, IGF Holdings, and Symons International filed suit in Federal Court alleging that Continental had misrepresented the profitability of the crop-insurance business. Continental responded on June 6 with a suit of its own for breach of contract based on nonpayment of the $25.4 million purchase price for the business. The actions were consolidated and Continental filed counterclaims for breach of contract and fraudulent transfer adding Goran, Granite Re, Pafco, Supe-rior, and Gordon, Alan, and Doug Symons as counterclaim defendants. The parties filed cross-motions for summary judgment. The judge granted summary judgment for Continental on the breach-of-contract claims and set the remainder of the case for trial. Following bench trial, Judge entered a 136-page order finding for Continental on its fraudulent-transfer and alter-ego claims. Judgment of $34.2 million was entered against Alan and Gordon Symons, IGF, IGF Holdings, Symons International, Goran, and Granite Re. Appeal followed.
Facts:
In 1998 IGF bought Continental’s crop-insurance business at a price to be determined at either side’s option by the exercise of a put or call option. In 2001 Continental exercised its put option; under the contractual formula, IGF owed Continental $25.4 million. At that same time, IGF sold its business to Acceptance for $40 million. The Symons, who controlled IGF, structured the purchase price: $16.5 million to IGF; $9 million to IGF's parent companies Symons International and Goran in exchange for noncompetition agreements; and $15 million to Granite, an affiliated Symons-controlled company, for a reinsurance treaty. Continental, still unpaid, sued for breach of contract and fraudulent transfer.
Judge(s):
Before ROVNER and SYKES, Circuit Judges, and ANDREA WOOD, District Judge (ND IL - by designation)

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