Bigio v. Coca-Cola Co., 675 F.3d 163 (2d Cir. 2012)

Plaintiffs, expatriated Egyptians living in Canada, appealed the ruling of the district court dismissing their suit for failure to state a claim against American Defendants, Coca-Cola Company and Coca-Cola Export Corporation (collectively, “Coca-Cola”). 

In the 1940s, Plaintiffs owned land they leased to Coco-Cola so that it could establish a bottling plant in Egypt.  In 1962, the Egyptian government sequestered and nationalized real property, business entities, and chattels belonging to Plaintiffs, including the bottling plant.  This bottling plant was nationalized and renamed the El Nasr Bottling Company (“ENBC”).  Plaintiffs, a Jewish family, were expelled from Egypt and settled in Canada.  In 1993, the Egyptian government announced plans to privatize ENBC.  Coca-Cola, who had been notified of Plaintiffs’ claims to the property, acquired a minority ownership interest in ENBC, which was renamed to Coca-Cola Bottling Company of Egypt (“CCE”).

Plaintiffs sued Coca-Cola alleging (1) unlawful taking and exclusion of Plaintiffs, (2) trespass, (3) conversion, (4) civil conspiracy and aiding and abetting, and (5) unjust enrichment.  The district court granted Coca-Cola’s motion to dismiss pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure.  Plaintiffs appealed. 

The applicable law was disputed by the parties.  Engaging in an exposition of the laws of Georgia (Coca-Cola headquarters), New York (forum state), and Egypt (jurisdiction of the property in question), the Second Circuit evaluated each of Plaintiffs’ claims in turn under each law and affirmed the district court’s dismissal.

The court held that there was no claim for an unlawful taking and exclusion.  In addition, any actions that might have constituted trespass and conversion were undertaken by the Egyptian company, CCE, not Coca-Cola.  The aiding and abetting claims failed because the complaint contained only conclusory allegations and did not support an inference that Coca-Cola assisted or caused the alleged trespass or conversion.  The court found that Coca-Cola’s contributions to CCE’s overall financial health were too removed from the underlying alleged torts to constitute aiding and abetting.  Similarly, the complaint did not contain sufficient factual allegations to raise an inference of control for an agency claim or facts suggesting an agreement for a civil conspiracy claim.  Finally, any recovery for unjust enrichment required piercing the corporate veil, which Plaintiffs had expressly declined to request, and their complaint failed to allege any basis for piercing the veil between Coca-Cola and CCE.