United States Court of Appeals
FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued January 18, 2002 Decided July 2, 2002
No. 01-7016
Ned Chartering & Trading, Inc.,
Appellee
v.
Republic of Pakistan and
Ministry of Food and Agriculture,
Appellants
Appeal from the United States District Court
for the District of Columbia
(No. 98cv02626)
Nicholas H. Cobbs argued the cause and filed
the briefs for
appellants.
Paul M. Tschirhart argued the cause for appellee.
With
him on the brief was Heather M. Spring.
Before: Edwards, Henderson and Garland, Circuit
Judges.
Opinion for the Court filed by Circuit Judge
Garland.
Garland, Circuit Judge: Plaintiff Ned Chartering
& Trad-
ing, Inc. brought this case against the Republic
of Pakistan
and its Ministry of Food and Agriculture,
contending that
Pakistan was required to pay it the proceeds
of wheat ship-
ments to which plaintiff was entitled as
assignee of a mari-
time contract. The district court granted
summary judgment
against Pakistan for $268,000 plus interest
that Pakistan had
instead paid to the assignor of the contract.
Pakistan con-
tends that the district court erred in not
delaying its ruling on
the motion for summary judgment in order
to give it an
opportunity to take further discovery. Because
the district
court did not abuse its discretion in ruling
without extending
the discovery period, we affirm.
I
In 1993, the Republic of Pakistan entered
into a maritime
contract, known as a "charter party," with
Horsebridge En-
terprises, Ltd. of Gibraltar for the shipment
of wheat from
Turkey to Pakistan. Ned Chartering, a Washington,
D.C.
corporation, acted as shipbroker and loaned
Horsebridge the
money to charter the vessels that were to
transport the
wheat. The loan agreement contained an assignment,
where-
by in exchange for the loan it received from
Ned Chartering,
Horsebridge assigned its right to the proceeds
of the charter
party to Ned. Pakistan was to make its charter
party
payments through a letter of credit drawn
in favor of Ned.
Pursuant to the charter party and assignment,
as the wheat
arrived Pakistan paid 90% of the amount it
owed Horsebridge
directly to Ned Chartering. Pakistan retained
10%, pending
"necessary adjustment" for demurrage and
additional freight
charges. Rider Clauses to Charter Party at
6 (J.A. at 55).
Before final payment was made, disputes arose
between
Pakistan and Horsebridge concerning the amount
of the
adjustments, and between Horsebridge and
Ned Chartering
concerning the amounts due between them.
Both Ned Char-
tering and Horsebridge pressed Pakistan for
payment, and
Horsebridge assured Pakistan that it would
indemnify the
Republic against any claims made by Ned.
Ultimately, Hor-
sebridge persuaded Pakistan to pay it the
amount still owed
for the final delivery of the wheat, which
totaled $268,000.
By the time Pakistan paid Horsebridge, on
or about October
31, 1995, the letter of credit had expired.
Ned Chartering initially sued Horsebridge,
contending that
the latter owed it for payment due under
the loan agreement.
Although Ned prevailed, Horsebridge turned
out to be judg-
ment proof. Ned then turned to Pakistan.
On October 29,
1998, it sued Pakistan and its Ministry of
Food and Agricul-
ture for failing to pay it the final installment
under the
assignment agreement. Pakistan, in turn,
filed a third-party
complaint against Horsebridge. Pakistan,
however, was un-
able to serve process on Horsebridge, and
the district court
struck the third-party complaint on March
21, 2000. In the
meantime, the parties conducted some discovery,
including
the exchange of interrogatories and document
requests.
On May 11, 2000, Ned Chartering filed a motion
for
summary judgment against Pakistan. Pakistan
opposed sum-
mary judgment on two grounds: (1) that by
the time the final
proceeds were paid, the assignment was void
because the
letter of credit had expired; and (2) that
it needed time to
conduct further discovery. The district court
rejected the
first contention because, under the unambiguous
language of
the assignment agreement, Pakistan's obligation
to pay was
continuing and the letter of credit was only
one means of
making payment. The court rejected the second
contention
for two reasons: Pakistan had "already had
sufficient discov-
ery," and had "failed to demonstrate how
the further discov-
ery [it] request[ed] would produce any issues
of material
fact." Ned Chartering & Trading, Inc.
v. Republic of Paki-
stan, No. 98-CV-2626, mem. op. at 8 (J.A.
at 176) (D.D.C.
Dec. 4, 2000). Accordingly, the court granted
summary judg-
ment in favor of Ned Chartering.
II
In this court, Pakistan has abandoned its
argument based
on the expiration of the letter of credit,
and relies instead on
its second contention, that the district court
should not have
ruled against it without permitting time
for further discov-
ery.1 We review such claims solely for abuse
of discretion by
the district court. See, e.g., Carey Canada,
Inc. v. Columbia
Cas. Co., 940 F.2d 1548, 1559 (D.C. Cir.
1991). We conclude
that either of the two reasons given by the
district court for
denying further discovery was sufficient
to justify its decision,
and that neither represents an abuse of discretion.
A
The district court concluded that the more
than eighteen
months that passed between the date Ned Chartering
filed its
complaint and the date it filed its motion
for summary
judgment were sufficient for the parties
to complete discov-
ery. Although summary judgment should only
be entered
"after adequate time for discovery," Celotex
Corp. v. Catrett,
477 U.S. 317, 322 (1986), we grant district
courts great
latitude in determining how much time is
adequate, and would
be hard pressed to find that limiting discovery
to eighteen
months was an abuse of discretion in this
case. Pakistan
sought an extension of time "in order to
identify any defenses
Horsebridge may have had against" Ned Chartering.
Ned
Chartering, mem. op. at 8 (J.A. at 176).
"Specifically," Paki-
stan "asserted a need to depose the president
of [Ned Char-
tering], Nadeem Ikramullah." Appellants'
Br. at 14. Paki-
stan offers no reason to believe that it
should have taken
more than eighteen months to accomplish that
kind of discov-
ery. See Naartex Consulting Corp. v. Watt,
722 F.2d 779,
788 (D.C. Cir. 1983) (holding that a district
court does not
abuse its discretion in denying permission
to conduct addi-
tional discovery when the party has had ample
opportunity to
take discovery).
__________
1 Pakistan also contends that the district
court should not have
decided the summary judgment motion without
holding an oral
hearing. The decision to hold an oral hearing
is committed to "the
discretion of the court," D.D.C. Local Rule
7.1(f); see United States
v. BCCI Holdings (Luxembourg), S.A., 961
F. Supp. 287, 292 n.7
(D.D.C. 1997), and we discern no abuse of
discretion here.
Pakistan does note that, at the time Ned Chartering
moved
for summary judgment, the court had not yet
set a discovery
deadline. The absence of a deadline, however,
was not a
license to delay completion until one was
set. Moreover, on
April 20, 2000--weeks before the filing of
the motion for
summary judgment--the parties filed a joint
report pursuant
to Local Rule 16.3, which requires counsel
to meet and
discuss "a date for completion of all discovery."
That joint
report established a schedule for the filing
of the summary
judgment motion: Ned Chartering was to file
for summary
judgment within the next two weeks, Pakistan
was to have
thirty days to file an opposition, and Ned
was to have fifteen
days in which to reply. See Joint Rep. of
the Parties,
Appellee's Br. app. 2 at 2. The report declared
that "[t]hese
dates are mutually acceptable to the parties,"
and recited that
"both parties have already taken some discovery
and ... no
material facts remain in dispute." Id. at
2-3. The court
adhered to this schedule, and Pakistan therefore
has no cause
for complaint.
On appeal, Pakistan contends that, because
"attorneys are
not clairvoyant," it could not foresee the
discovery it would
need until it saw Ned Chartering's summary
judgment mo-
tion. Appellants' Reply Br. at 10. But Pakistan
did not
mention the limits of its attorneys' predictive
powers when it
agreed to the schedule of the joint report,
does not now cite
anything in Ned's motion that its attorneys
did not anticipate,
and suggests no reason why the relevance
of "any defenses
that Horsebridge may have had against the
plaintiff" was not
as apparent before Ned filed as it was afterwards.
Pakistan also notes that the district court
did not strike its
third-party complaint against Horsebridge
until March 21,
2000, and contends that "[i]t made no sense
for Pakistan to
conduct discovery concerning [Ned Chartering's]
transactions
with Horsebridge while there remained a prospect
that Hor-
sebridge would become a party to the action."
Appellants'
Br. at 15. Pakistan does not explain why
it "made no sense"
to conduct that discovery before learning
whether it would be
able to join Horsebridge. If Ned Chartering's
transactions
with Horsebridge afforded Pakistan a defense
to Ned's action
on the assignment, presumably they did so
regardless of
whether Horsebridge was a third-party defendant.
And even
if conducting discovery before the court
ruled on the third-
party complaint did not make sense, Pakistan
does not ex-
plain why it did not initiate discovery during
the six weeks
that passed between the time the court struck
the third-party
complaint and the date Ned Chartering filed
for summary
judgment--nor why it failed to seek more
time in the joint
report.
For the foregoing reasons, we conclude that
the district
court did not abuse its discretion in concluding
that Pakistan
had already had sufficient time to complete
the discovery it
needed to defend against plaintiff's summary
judgment mo-
tion.
B
The district court also denied Pakistan's
request for a
discovery extension on the ground that it
had "failed to
demonstrate how the further discovery [it]
request[ed] would
produce any issues of material fact." That
is certainly an
appropriate ground upon which to deny a discovery
request.
See Moore v. United States, 213 F.3d 705,
710 n. 3 (D.C. Cir.
2000) (holding that "a district court may
deny discovery
requests when additional facts are not necessary
to resolve
the summary judgment motion"); cf. Fed. R.
Civ. P. 56(f)
(providing that a court "may order a continuance
to permit
... discovery to be had," if it should "appear
from the
affidavits of a party opposing the motion
that the party
cannot ... present by affidavit facts essential
to justify the
party's opposition"). And we agree that it
was applicable
here.
Under District of Columbia law, the assignment
of rights
under a contract creates an interest in the
assignee, and any
party that previously had an obligation to
the assignor under
the contract thereafter becomes obligated
to the assignee and
liable to it for failure to fulfill that
obligation. See District of
Columbia v. Thomas Funding Corp., 593 A.2d
1030, 1033-34
(D.C. 1991); see also Restatement (Second)
of Contracts
s 317 (1979). Accordingly, Ned Chartering
contended that,
because Pakistan was the obligor under the
charter party,
Horsebridge's assignment of the proceeds
of that contract to
Ned obligated Pakistan to pay it those proceeds.
At issue
here is Pakistan's request for discovery
related to "any
defenses Horsebridge may have had against"
Ned Charter-
ing. Ned Chartering, mem. op. at 8 (J.A.
at 176). As the
district court noted, Pakistan sought this
discovery on "the
assumption that [it] would be able to utilize
such defenses
against" Ned as well. Id. at 8-9. But Pakistan
offered the
court no grounds for concluding that this
assumption was
correct. Id. at 9.
In support of the assumption that it could
assert against
Ned Chartering any defenses Horsebridge had
against Ned,
Pakistan cited a maxim of District of Columbia
contract law:
"It is well settled that an assignee of a
non-negotiable chose
in action acquires no rights superior to
those held by his
assignor and is generally subject to any
setoff available to the
obligor against the assignor." United States
Nat'l Bank v.
Madison Nat'l Bank, 355 F. Supp. 165, 169
(D.D.C. 1973).
But as the district court concluded, while
this maxim is
supported by the cases Pakistan cited,2 it
"lends no support to
the defendant['s] arguments." Ned Chartering,
mem. op. at 9
(J.A. at 177). That is so because in this
particular play the
parties' roles are as follows: Ned Chartering
is the assignee,
Horsebridge the assignor, and Pakistan the
obligor. Hence,
the above maxim establishes only that Ned
Chartering (the
assignee) took no rights against Pakistan
(the obligor) superi-
or to those held by Horsebridge (the assignor),
which means
that Ned is generally subject to any defense
available to
Pakistan against Horsebridge. See Madison
Nat'l Bank, 355
F. Supp. at 169. Although this would make
Pakistan's
defenses against Horsebridge relevant, Pakistan
did not seek
__________
2 See Opp'n to Pl.'s Mot. for Summ. J. at
7 (J.A. at 121) (citing
Rittenberg v. Donohoe Const. Co., 426 A.2d
338, 341 (D.C. 1981);
General Elec. Credit Corp. v. Security Bank,
244 A.2d 920, 923
(D.C. 1968); Hudson Supply & Equip. Co.
v. Home Factors Corp.,
210 A.2d 837, 838 (D.C. 1965); United States
v. Griffin, 707 F.2d
1477 (D.C. Cir. 1983)).
discovery of such defenses--presumably because
it already
knew its own defenses. However, as the district
court rightly
concluded, neither the maxim cited by Pakistan
nor any of the
cited cases made relevant the discovery of
Horsebridge's
defenses--the only discovery that Pakistan
claimed to be
seeking.
On appeal, Pakistan argues that the district
court erred
because it erroneously construed the assignment
of the char-
ter party as "an absolute assignment," when
it actually "func-
tioned as a security interest" for the underlying
loan from
Ned Chartering to Horsebridge. Appellants'
Br. at 11. On
this theory, Pakistan contends that it was
relevant to discover
whether Horsebridge had paid Ned in full
for the loan. If
Horsebridge had paid Ned, that payment assertedly
would
have redeemed Horsebridge's collateral and
left Ned without
an interest in the proceeds of the charter
party. Id. at 12
(citing D.C. Code s 28:9-506; Applied Cos.
v. United States,
144 F.3d 1470, 1477 (Fed. Cir. 1998)).
As might be expected, Ned Chartering disputes
Pakistan's
factual assertion, contending that the assignment
was in fact
"an absolute transfer of property rights,"
rather than a mere
security interest. Appellee's Br. at 10 (quoting
the assign-
ment agreement, J.A. at 78, as transferring
"all right, title
and interest" in all proceeds payable to
Horsebridge under
the charter party). We need not resolve this
dispute. Paki-
stan never asserted the "security interest"
theory before the
district court or cited any precedent that
mentioned it, and
"[i]t is well settled that issues and legal
theories not asserted
at the District Court level ordinarily will
not be heard on
appeal." United States v. TDC Mgmt. Corp.,
288 F.3d 421,
425 (D.C. Cir. 2002) (quoting District of
Columbia v. Air
Florida, Inc., 750 F.2d 1077, 1084-85 (D.C.
Cir. 1984)). That
rule is particularly apt when reviewing a
district court's
determination that the discovery sought by
a party is not
relevant to the merits of the action. It
can hardly be an
abuse of discretion for a court to find requested
discovery
irrelevant when the only grounds upon which
it might be
relevant are not asserted until long after
the court rules.
Pakistan insists that its security interest
theory is not
really a new argument, but instead was implicit
in the argu-
ments it made before the district court.
It notes, for exam-
ple, that it described the assignment of
the charter party
proceeds as "a security interest" in its
opposition to Ned
Chartering's motion for summary judgment.
Opp'n to Pl.'s
Mot. for Summ. J. at 3 (J.A. at 117). Although
Pakistan did
include that description, it did so only
in the "background"
section of the pleading. Pakistan attached
no legal signifi-
cance to the description, and made no argument
relating to it,
in the sections devoted to explaining why
the court should
deny summary judgment or at least postpone
it pending
further discovery. There was no reason for
the district court,
reading that description, to attach a significance
to it that
Pakistan apparently did not itself discern.
While conceding that the "authorities cited
to the district
court to support Pakistan's position did
not directly address
the limitations that the law imposes on assignments
that are
security interests," Appellants' Reply Br.
at 4, Pakistan also
contends that its security interest theory
is really only anoth-
er way of expressing the legal theory upon
which it did rely in
the district court: that an assignee "acquires
no rights supe-
rior to those held by his assignor." Madison
Nat'l Bank, 355
F. Supp. at 169. If discovery showed that
Horsebridge had
already paid off its debt to Ned Chartering,
Pakistan argues,
then granting judgment against the Republic
would mean
that Ned "was entitled to be paid twice on
the same debt."
And that would mean that Ned had acquired
rights "that
were superior to those of its assignor."
Appellants' Reply Br.
at 4.
As with the security interest theory, however,
this theory
suffers from the fact that it was not raised
below. Pakistan's
opposition to summary judgment contains no
mention of a
claim that granting judgment for Ned Chartering
would be
equivalent to holding that Ned was entitled
"to be paid twice
on the same debt," and that such a holding
would grant Ned
rights superior to those of Horsebridge.
And even if Paki-
stan had made the argument, Madison's maxim
would be of
no assistance to it. Madison and the other
cases cited by
Pakistan hold only that the assignee acquires
no rights
against the obligor superior to those held
by the assignor.
Even if Ned had previously been paid by Horsebridge,
execu-
tion of the judgment in this case would not
mean that it had
been "paid twice on the same debt" by Pakistan.
Finally, Pakistan cites cases that it contends
support the
proposition that a court must apply the relevant
law regard-
less of whether the parties cite it. It is
true that "[w]hen an
issue or claim is properly before the court,
the court is not
limited to the particular legal theories
advanced by the
parties, but rather retains the independent
power to identify
and apply the proposed construction of governing
law."
United States Nat'l Bank v. Independent Ins.
Agents, 508
U.S. 439, 446 (1993) (quoting Kamen v. Kemper
Fin. Servs.,
Inc., 500 U.S. 90, 99 (1991)) (emphasis added).
But while a
court may draw upon its own knowledge of
applicable prece-
dents in ruling on a motion, it is not required
to unearth
theories and precedents not cited by a party
in order to
determine whether that party's discovery
requests are rele-
vant. Bringing those precedents and theories
to the atten-
tion of the district judge is the job of
the party's attorneys.
Because Pakistan gave the district court no
reason to
believe that the discovery it sought was
legally relevant to its
defense, and because the only possibly relevant
reason it now
offers was not presented to that court, the
denial of time for
further discovery did not constitute an abuse
of discretion.
III
The task of district courts is hard enough
as it is. We will
not make it doubly so by second-guessing
their reasonable
scheduling decisions, or requiring them to
discern the rele-
vance of parties' requests based on arguments
never made
supported by precedents never cited. The
judgment of the
district court, granting the plaintiff's
motion for summary
judgment, is
Affirmed.
