Securities & Exchange Commission v. American Capital Investments, Inc.

These cases consist of four consolidated appeals from orders of the district court in a receivership proceeding which was part of a Securities and Exchange Commission (“SEC”) civil enforcement action. These appeals stem from the efforts of appellants, defrauded investors (“Investors”) of American Capital Investments, Inc. (“ACI”), to upset a judicial sale of ACI-owned real property by appellee Richard G. Shaffer (“Shaffer”), the court-appointed receiver for ACI (“Receiver”). The appeals are from orders: (1) confirming the sale (“Sale Order”); (2) refusing to set aside the Sale Order (“Rule 60 Order”); (3) authorizing an addendum to the sale agreement (“Addendum Order”); and (4) transferring the Investors’ claims to the proceeds of the Receiver’s sale (“Transfer Order”).

We have jurisdiction over the timely appeal from the Transfer Order under 28 U.S.C. § 1292 (a)(1). We assert “hypothetical jurisdiction” over the appeals from the remaining orders, as discussed more fully below. We dismiss in part and affirm in part.

I. BACKGROUND

The SEC enforcement action alleged that ACI violated federal securities laws through sales of interests in real estate investments. The SEC prayed…