ACCRUED FINANCIAL SERVICES, INC. v. PRIME RETAIL

Nos. 00-1971, 01-1231.

298 F.3d 291 (2002)

ACCRUED FINANCIAL SERVICES, INCORPORATED, for itself and as assignee of claims, Plaintiff-Appellant, v. PRIME RETAIL, INCORPORATED; Prime Retail, L.P.; Prime Retail Finance, Incorporated; Prime Retail Finance II, Incorporated; Prime Retail Finance V, Incorporated; Arizona Factory Shops Partnership; Bend Factory Outlets Limited Partnership; Buckeye Factory Shops Limited Partnership; Carolina Factory Shops Limited Partnership; Castle Rock Factory Shops Partnership; Coral Isle Factory Stores Limited Partnership; Florida Keys Factory Shops Limited Partnership; Gainesville Factory Shops Limited Partnership; Grove City Factory Shops Partnership; Gulf Coast Factory Shops Limited Partnership; Gulfport Factory Shops Limited Partnership; Hagerstown Factory Shops Limited Partnership; Huntley Factory Shops Limited Partnership; Indianapolis Factory Shops Limited Partnership; Kansas City Factory Outlets Limited Partnership; Latham Factory Stores Limited Partnership; Outlet Village of Lebanon Limited Partnership; Loveland Factory Shops Limited Partnership; Magnolia Bluff Factory Shops Limited Partnership; Market Street Limited; Nebraska Crossing Factory Shops Limited Partnership; Niagara International Factory Outlets Limited Partnership; Oak Creek Factory Outlets Limited Partnership; Ohio Factory Shops Partnership; Outlet Village of Kittery Limited Partnership; Oxnard Factory Outlet Partners; Factory Outlets At Post Falls Limited Partnership; San Marcos Factory Stores Limited; Shasta Outlet Center Limited Partnership; Triangle Factory Stores Limited Partnership; Horizon Group, Incorporated, a/k/a Prime Retail, Incorporated; Horizon Group Properties, Incorporated; Horizon Group Properties, L.P.; First Hgi, Incorporated; Second Hgi, Incorporated; Third Hgi, L.L.C.; Hgi Perryville, Incorporated, a/k/a Prime Outlets At Perryville Limited Partnership; Horizon/Glen Outlet Centers Limited Partnership, a/k/a Prime Retail, L.P.; First Horizon Group Limited Partnership; Second Horizon Group Limited Partnership; Third Horizon Group Limited Partnership; H/G Perryville Limited Partnership, a/k/a Prime Outlets At Perryville Limited Partnership; Finger Lakes Outlet Center, L.L.C.; Horizon/Glen Group, Incorporated, a/k/a Prime Retail, Incorporated, Defendants-Appellees. Accrued Financial Services, Incorporated, for itself and as assignee of claims, Plaintiff-Appellant, v. Prime Retail, Incorporated; Prime Retail, L.P.; Prime Retail Finance, Incorporated; Prime Retail Finance Ii, Incorporated; Prime Retail Finance V, Incorporated; Arizona Factory Shops Partnership; Bend Factory Outlets Limited Partnership; Buckeye Factory Shops Limited Partnership; Carolina Factory Shops Limited Partnership; Castle Rock Factory Shops Partnership; Coral Isle Factory Stores Limited Partnership; Florida Keys Factory Shops Limited Partnership; Gainesville Factory Shops Limited Partnership; Grove City Factory Shops Partnership; Gulf Coast Factory Shops Limited Partnership; Gulfport Factory Shops Limited Partnership; Hagerstown Factory Shops Limited Partnership; Huntley Factory Shops Limited Partnership; Indianapolis Factory Shops Limited Partnership; Kansas City Factory Outlets Limited Partnership; Latham Factory Stores Limited Partnership; Outlet Village of Lebanon Limited Partnership; Loveland Factory Shops Limited Partnership; Magnolia Bluff Factory Shops Limited Partnership; Market Street Limited; Nebraska Crossing Factory Shops Limited Partnership; Niagara International Factory Outlets Limited Partnership; Oak Creek Factory Outlets Limited Partnership; Ohio Factory Shops Partnership; Outlet Village of Kittery Limited Partnership; Oxnard Factory Outlet Partners; Factory Outlets At Post Falls Limited Partnership; San Marcos Factory Stores Limited; Shasta Outlet Center Limited Partnership; Triangle Factory Stores Limited Partnership; Horizon Group, Incorporated, a/k/a Prime Retail, Incorporated; Horizon Group Properties, Incorporated; Horizon Group Properties, L.P.; First Hgi, Incorporated; Second Hgi, Incorporated; Third Hgi, L.L.C.; Hgi Perryville, Incorporated, a/k/a Prime Outlets At Perryville Limited Partnership; Horizon/Glen Outlet Centers Limited Partnership, a/k/a Prime Retail, L.P.; First Horizon Group Limited Partnership; Second Horizon Group Limited Partnership; Third Horizon Group Limited Partnership; H/G Perryville Limited Partnership, a/k/a Prime Outlets At Perryville Limited Partnership; Finger Lakes Outlet Center, L.L.C.; Horizon/Glen Group, Incorporated, a/k/a Prime Retail, Incorporated, Defendants-Appellees.

United States Court of Appeals, Fourth Circuit.

Decided July 29, 2002.


Attorney(s) appearing for the Case

ARGUED: Rodney R. Patula, Squire, Sanders & Dempsey, L.L.P., San Francisco, California, for Plaintiff-Appellant. Charles Preston Scheeler, Piper, Marbury, Rudnick & Wolfe, L.L.P., Baltimore, Maryland, for Defendants-Appellees. ON BRIEF: Diane L. Gibson, Squire, Sanders & Dempsey, L.L.P., San Francisco, California, for Plaintiff-Appellant. Glen K. Allen, Piper, Marbury, Rudnick & Wolfe, L.L.P., Baltimore, Maryland, for Defendants-Appellees.

Before NIEMEYER, WILLIAMS, and MICHAEL, Circuit Judges.


Affirmed by published opinion. Judge NIEMEYER wrote the majority opinion, in which Judge WILLIAMS joined. Judge MICHAEL wrote a dissenting opinion.

OPINION

NIEMEYER, Circuit Judge.

The district court declined to enforce, as void against public policy, contracts and related assignments between Accrued Financial Services, Inc. ("AFS") and its clients, who were tenants in outlet shopping malls. The contracts provided that AFS would conduct audits of...

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