John W. Cromeans, Individually and in behalf of all others similarly situated; Elkton Bank and Trust Company; Robert Benisch Plaintiffs-Appellants
Morgan Keegan & Company; Armstrong Teasdale, LLP Defendants-Appellees
Submitted: March 7, 2017
from United States District Court for the Western District of
Missouri - Jefferson City
RILEY, Chief Judge,  GRUENDER, Circuit Judge, and GRITZNER,
District Judge. 
GRITZNER, District Judge.
John W. Cromeans, Robert Benisch, and Elkton Bank and Trust
Company (collectively, "Plaintiffs"), class
representatives, appeal the district
court'sdenial of their motion to enforce the
settlement agreement in a securities class action, as well as
the district court's denial of a subsequent motion to
alter or amend. Defendants Morgan Keegan and Company
("Morgan Keegan") and Armstrong Teasdale LLP
(collectively, "Defendants") move to dismiss
Plaintiffs' appeal. For the reasons stated below, we
affirm the district court and deny Defendants' motion to
appeal arises out of litigation involving Defendants'
alleged violations of the Missouri Securities Act relating to
a failed bond issue (the Bonds) by the City of Moberly,
Missouri. Morgan Keegan served as underwriter of the Bonds,
and the bonds were sold on the secondary market by Morgan
Keegan and by other broker-dealers.
proceeding as a class action, defined the class as all
persons nationwide who purchased the Bonds between the date
of the first offering and the date Morgan Keegan reduced the
price of the bonds. Defendants resisted class certification,
arguing that other than those who originally purchased from
Morgan Keegan, it would be impossible to identify bondholders
who had purchased the Bonds in the secondary market from
other broker-dealers or from those who purchased the bonds on
the secondary market and later sold them. The district court
certified the class in September 2014. By the end of the
opt-out period, class members whose aggregate Bond holdings
represented most of the par value of the Bonds had retained
separate counsel and opted out. The remaining members of the
class had purchased or held Bonds with a total par value of
$8, 455, 000. On January 14, 2015, the case settled after the
jury had been impaneled for trial but prior to opening
day, the parties announced their settlement agreement on the
record before the district court. That discussion proceeded
as follows, in relevant part:
MR. HATFIELD [Attorney for Defendant Morgan Keegan]: Your
Honor, the only thing I would add is, just to make sure we
get it all on the table, defendants do intend to propose that
for some people, that if they don't make a claim or -
well, let me back up.
So there are people that have - own the bonds today, easily,
identifiable. Some of them are still Morgan Keegan clients.
Those people are really easy to deal with and to handle.
THE COURT: Right.
MR. HATFIELD: There are some of these other people that I may
have erroneously named yesterday who bought from others who
are a little hard to find that we talked about yesterday.
We do anticipate proposing a process for those people in
which, if they do not submit claims, Morgan Keegan could
receive some of the pot back, but that would be for a defined
set of the class.
THE COURT: What is predicted as to the size?
MR. SUTER [Attorney for Defendant Morgan Keegan]: Your Honor,
one of the conditions that wasn't mentioned is that the
bonds be tendered back and Morgan Keegan will become the
owner of the bonds. So in exchange for the pro rata amount of
settlement funds that are available after attorneys'
fees, those folks who actually submit the claims and who give
us their bonds will, in exchange, get their pro rata share of
the settlement proceeds.
To the extent that we don't know who those folks are - -
and it's about a third of the class, we don't know
who they are, which is why we've made these arguments all
along - - if those folks don't make a claim, we get that
money back because we're not getting their bonds in
Separately - - separate and apart from that, there are nine
of the known Morgan Keegan clients who have bought and sold
their bonds. They have a defined amount of money that they
lost, and we've calculated that, and we've shared
that with the plaintiffs. Those folks would also be settling
class members who would get their proportionate share out of
what's left after attorneys' fees. So it would be
all-inclusive of all of the folks that are Morgan Keegan
clients, and it would be all-inclusive of the folks who we do
not know who make claims and give us their bonds in exchange
for the pro rata share of what Your Honor may approve.
THE COURT: Now, I know there's been a discussion about
being able to identify that group, and I guess - -
MR. FRANCIS [Attorney for Plaintiffs]: When there's money
on the table, they'll come out .....
App. 84-86. Later, when discussing the claims process for
bondholders, an attorney for Defendants stated that the
dollar amount of the settlement was to be
"[a]ll-inclusive of the unknown folks."
Appellants' App. 88.
weeks later, on March 11, 2015, the parties filed a
Stipulation of Settlement (the Stipulation) memorializing
their agreement. The Stipulation released Defendants from all
claims relating to the Bonds and included an appellate waiver
binding on Plaintiffs and Defendants, which covered both
appeals of the district court's judgment as well as
post-judgment proceedings. The ...