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Winthrop Realty Liquidating Trust, was formed to complete the liquidation of Winthrop Realty Trust, a Boston and New York-based real estate investment trust that was publicly traded on the New York Stock Exchange under the symbol “FUR”.

(Argued) Steel, Hector & Davis 777 South Flagler Drive 1900 Phillips Point West West Palm Beach, FL 33401 Joseph J. Budd, Larner, Gross, Rosenbaum, Greenberg & Sade 150 John F. In addition, they did not strip GDV of its privileges to sell mortgages under the Federal Home Mortgage Act. The following month, the district court also stayed plaintiffs' request for a preliminary injunction to bar Ambase and City Investment from liquidating and distributing their assets. These stay orders were the subject of the first appeal before this Court.

The Complaint also alleges that Fannie Mae and Freddie Mac stopped purchasing GDV mortgages in 1985 because GDV's practices did not meet their standards, but that these defendants permitted GDV to repurchase the mortgages through a confidential agreement. Proceedings in this case were stayed by the district court from December 1990 until March 1993, pending disposition of GDC and GDV's bankruptcy proceedings. In April 1991 the district court denied reconsideration of its stay order and "further directed that the action be stayed on the terms set forth in the December Order pending the resolution of the criminal cases against Brown and Ehrling." Id.

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Panellino, and Clarisse Panellino, Appellants in 96-5128 (Caption amended per Clerk's 11/27/95, 1/3/96 & 2/29/96 orders) On Appeal from the United States District Court for the District of New Jersey (D. On September 7, 1989, plaintiffs filed an amended complaint, adding claims for breach of contract and fraud. In November 1990, plaintiffs filed the present action. Plaintiffs appealed the dismissal of their claims to this Court. By Order dated April 4, 1995, we granted plaintiffs' Petition, vacated our earlier Judgment Order, vacated the order of dismissal issued by the district court, and remanded the case to the district court for reconsideration in light of the decision in Jaguar Cars. Specifically, plaintiffs appeal from the dismissal of their RICO claims and from the denial of leave to amend the complaint. JURISDICTION AND STANDARDS OF REVIEW We have jurisdiction over this appeal pursuant to 28 U. The district court had subject matter jurisdiction over plaintiffs' federal claims pursuant to 28 U. Defendants contend, however, that we may not hear this appeal because plaintiffs did not file a timely notice of appeal. The court considered the impact of Jaguar Cars and determined that, in light of the procedural posture of the case, our mandate did not require that leave to amend be granted when there were other adequate grounds for upholding the decision to dismiss the complaint. The duration of this case, and the substantial effort and expense of resolving defendants' Motion to Dismiss the First Amended Complaint also support the district court's denial of leave to amend. Under GDC's agreements with these defendants, substitution pools were used as a security. In June, plaintiffs voluntarily withdrew their claims for breach of an implied covenant of good faith, negligence and negligent misrepresentation. Following the remand, the parties disputed whether reconsideration in light of the holding in Jaguar Cars was necessary as there were other, independent grounds to support dismissal of all of plaintiffs' claims. Because the new legal analysis established in Jaguar Cars does not form the basis for plaintiffs' requested amendments, the district court did not abuse its discretion by summarily dismissing plaintiffs' renewed Motion for Leave to Amend. Statute of Limitations In its original opinion dismissing this case, the district court concluded that plaintiffs' RICO claims against the primary defendants could not survive because plaintiffs had "failed to plead that the RICO `persons' (GDC's officers, directors and controlling shareholders) were separate and distinct from the `enterprise' (GDC)." Rolo, 897 F.



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