                                                                                                                           Opinions of the United
2000 Decisions                                                                                                             States Court of Appeals
                                                                                                                              for the Third Circuit


12-13-2000

In Re: Cendant Corp.
Precedential or Non-Precedential:

Docket 00-5198




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Filed December 13, 2000

UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT

No. 00-5198

In Re: Cendant Corporation PRIDES Litigation

WELCH & FORBES, INC., an institutional investment
manager, individually and on behalf of all others similarly
situated

v.

CENDANT CORPORATION; MERRILL LYNCH & CO.;
CHASE SECURITIES, INC.; HENRY R. SILVERMAN;
WALTER A. FORBES; COSMO CORIGLIANO

       SANTANDER MERCHANT BANK LIMITED,
       (Pursuant to Rule 12(a), F.R.A.P.)
       Appellant

Appeal from the United States District Court
for the District of New Jersey
(D.C. Civ. No. 98-cv-02819)
District Judge: Honorable William H. W alls

Argued
October 25, 2000

Before: BECKER, Chief Judge, and MANSMANN and
FUENTES, Circuit Judges.

(Filed: December 13, 2000)
Kathryn A. McDonald, Esquire
 (Argued)
Jayne S. Robinson, Esquire
Robinson, Murphy & McDonald
100 Park Avenue
New York, NY 10017

Paul J. Dillon, Esquire
Bloom, Rubinstein, Karinja & Dillon
70 South Orange Avenue
Suite 215
Livingston, NJ 07039

 Counsel for Appellant

Michael M. Rosenbaum, Esquire
 (Argued)
Carl Greenberg, Esquire
Budd, Larner, Gross, Rosenbaum,
Greenberg & Sade
150 John F. Kennedy Parkway
CN 1000
Short Hills, NY 07078-0999

Samuel Kadet, Esq.
Skadden, Arps, Slate, Meagher
 & Flom
Four Times Square
New York, NY 10036

 Counsel for Appellee
Cendant Corporation

Roger W. Kirby, Esq.
Kirby, McInerney & Squire
830 Third Avenue
10th Floor
New York, NY 10022

 Counsel for Appellee
Welsch & Forbes, Inc.

                         2
OPINION OF THE COURT

MANSMANN, Circuit Judge.

Santander Merchant Bank Limited appeals the District
Court's denial of its Fed. R. Civ. P. 60(b) motion for
reconsideration of the final judgment that excluded
Santander from the settlement of the underlying securities
fraud action brought by investors against Cendant.
Specifically, Santander claims that the District Court erred
in failing to apply correctly the standar ds for determining
"excusable neglect" in denying Santander's pr oof of claim
which was mailed three days late.

Cendant counters Santander's appeal on numer ous
grounds, only one of which is left to us to consider in this
appeal, the other claims having been resolved against
Cendant in our opinion in a related case, In re Cendant
Corporation Prides Litigation, No. 00-5199, slip op. (3d Cir.
Nov. ___, 2000).1 Cendant's sole remaining counter-
argument is that the District Court pr operly denied
Santander the ability to participate in the settlement
because Santander failed to demonstrate "excusable
neglect." On the facts before us, we find that the District
Court's decision in concluding that Santander did not
demonstrate that excusable neglect caused the delay was
not consistent with the sound exercise of its discretion. We
will, therefore, reverse.

Because related litigation is already the subject of at least
three published opinions, each exhaustively setting forth
the procedural and factual background, we will not do so
here, but instead refer interested parties to these prior
_________________________________________________________________

1. In 00-5199, we concluded that the District Court had the power to
extend the deadlines stipulated in the Settlement and had retained the
discretion to allow late-filed and late-cur ed claims. Equally applicable
here (though that case involved Fed. R. Civ. P . 6(b)(2) and this case
involves Fed. R. Civ. P. 60(b)) is our second conclusion in 00-5199 that
the appropriate standard under which to evaluate requests to allow tardy
proofs of claim or requests to cur e is "excusable neglect."

                               3
dispositions.2 We set forth only those facts crucial to a
resolution of the disputes here.3

I.

This appeal is one of several which arise out of the large
securities fraud class action (Cendant PRIDES litigation)
involving Cendant and its former officers. In June 1999, the
District Court approved a $340 million settlement of the
Cendant PRIDES class action litigation. Under the terms of
the Stipulation of Agreement of Settlement and
Compromise (the "Stipulation"), Cendant agreed to
distribute one Right, with a theoretical value of $11.71, for
each PRIDES owned as of the close of business on April 15,
1998. See also In re Cendant Corp. Prides Litig., 51 F.Supp.
2d at 539-40.4 To collect the Rights each PRIDES owner
was required to submit a valid proof of claim by June 18,
1999. Under the terms of the Settlement Hearing Order, a
settlement administrator, Valley For ge Administrative
Services, was to verify the proofs of claim. The Rights,
which are publicly traded, expire on February 14, 2001,
when, in combination with the current PRIDES, they will be
exchanged for new PRIDES.

Class members who wished to participate in the
settlement were asked to submit a completed pr oof of claim
form by prepaid first class mail postmarked on or before
June 18, 1999, addressed to the administrator as set forth
in the notice. The class notice further provided that proofs
_________________________________________________________________

2. In re Cendant Corp. Litig., 182F.R.D. 144 (D.N.J. 1998), In re Cendant
Corp. Prides Litig., 51 F.Supp. 2d 537 (D.N.J. 199), and In re Cendant
Corp. Prides Litig., 189 F.R. D. 321 (D.N.J. 1999), provide a full factual
and procedural history of this litigation.

3. Bearing in mind the expedited nature of this appeal, for our recitation
of the pertinent historical facts we have relied heavily upon the
appellant's brief. These facts are of r ecord, and for the most part, not
disputed by the parties.

4. PRIDES are a particular category of Cendant Security. Cendant agreed
to issue two New Income Prides or two New Gr owth Prides to any person
who delivered to Cendant three Rights, together with existing Income or
Growth Prides, respectively, befor e the expiration of the close of
business
on February 14, 2001, unless the Prides are amended. Id.

                               4
of claim would be deemed to have been filed when posted,
if mailed by first class mail or air mail, postage prepaid,
and addressed in accordance with the instructions given;
proofs of claim filed otherwise would be deemed to have
been filed when actually received by the administrator.

The record in this case shows that on June 16, 1999, two
days before the mailing deadline, Douglas Pr eston, the
General Counsel and Chief Compliance Officer of Santander
Investment Securities, Inc., finalized a pr oof of claim form
on behalf of appellant Santander Merchant Bank for
301,400 PRIDES (worth, at the $11.71 settlement value,
approximately $3.5 million). Preston delivered the proof of
claim form to his assistant, Iris Figuer oa, for mailing to the
administrator by postage pre-paid first class mail, certified
with return receipt requested. Preston saw Figueroa place
the completed proof of claim form in an envelope, address
the envelope as provided in the claim for m instructions and
affix a certified mail sticker to the package. Figueroa
delivered the envelope to Santander's mail department and
instructed the mailroom staff to mail the envelope
immediately by first class certified mail. A member of the
mailroom staff informed Figuer oa that he would take the
package to the post office that day, and Figuer oa reported
back to Preston that the package had been mailed. Thus,
Santander believed that its proof of claim for m had been
mailed on June 16, 1999, two days before the deadline.

Though unknown to Preston at the time, Santander's
proof of claim languished unattended in the mailroom for a
week.5 On June 23, 1999, a new outside manager arrived
to oversee and manage mailroom services. Upon his arrival,
the manager discovered a large quantity of undelivered
outgoing mail in the mailroom, including several pieces of
certified mail, which he processed. The pr oof of claim form
was apparently among the undelivered mail discovered on
June 23, 1999, and it was sent out that day. At this time,
apparently neither Preston nor the legal department knew
that a mailroom problem had occurr ed or had any
_________________________________________________________________

5. Though largely immaterial here, disgruntled mailroom employees may
have learned of their imminent replacement by an outside vendor and
purposefully sabotaged usual mailroom functions.

                               5
knowledge or notice that Santander's claim had not been
mailed on June 16.

On September 2, 1999, however, Santander r eceived a
letter from the administrator advising that its claim was
being denied because it had been "received by [the
administrator] after deadline for filing." That letter said
nothing about the claim being mailed or postmarked late.
Santander was advised by the administrator to write to the
Clerk of the Court explaining the reason for the delay.

Thus, when the administrator advised Santander in
writing that its claim had been rejected as untimely
because it had been received after June 18, 1999, Preston
believed that this was an administrative err or on the
administrator's part and that the error would be corrected
by the Court. Santander wrote to the Clerk of the Court,
explaining that the delay in receipt of the proof of claim may
have been occasioned by use of certified mail and that
Santander believed it had mailed the proof of claim on time
and that it had to explain late receipt , not late mailing.

On October 21, 1999, the District Court issued an
opinion and order denying Cendant's motion to disallow
late-filed proofs of claim and granting class plaintiffs' cross-
motion for enlargement of the time to file or to cure proofs
of claim. The District Court specifically found that an
enlargement of the time to file or corr ect proofs of claim
would not prejudice Cendant. The District Court extended
the deadline for submitting or curing deficiencies in proofs
of claim from June 18, 1999 to September 7, 1999,
required a showing of "excusable neglect" for any delay, and
directed lead counsel for the class to fur nish the District
Court with the reasons for delay advanced by r ejected
claimants. Apparently, Santander did not r eceive notice
regarding the Court's decision of October 21.

Despite not having received the notice, Santander wrote
to the Clerk of the Court, on November 22, 1999, to inquire
into the status of its claim. That letter reads in pertinent
part:

       We are writing to request infor mation on the status of
       our claim with regard to the above-r eferenced matter.

                               6
       On September 2, 1999, we responded to a letter
       received from Valley Forge Administrative Services, Inc.
       whereby we affirmed that Santander Investment
       Securities Inc., on behalf of Santander Merchant Bank,
       Limited, had met the deadline for submission of its
       Proof of Claim form.

       Therefore, at this time, we would appr eciate receiving
       information on the status of our claim.

       If we do not hear from you within the next 20 days,
       this confirms that our status in the claim has been
       accepted.

This letter reflected Santander's understanding that it had
timely filed its claim. Santander did not r eceive any
response to its November 22 letter. 6

On January 14, 2000, the District Court denied
Santander's claim for being late with "insufficient reason for
delay." After receiving the District Court's decision on
January 21, 2000, Santander communicated with class
counsel and the administrator and asked to r eview the file
with respect to its claim. The administrator faxed a copy of
the postmarked envelope in which Santander's claim had
been sent. Thus, Santander learned that its pr oof of claim
form had been postmarked on June 23, 1999-- one week
after it had been delivered to the Mailr oom for mailing and
three business days after the original filing deadline.
Santander claims that this was the first notice that it had
that the proof of claim form had not been mailed on June
16, 1999. Preston thereafter investigated the reason for the
delay in mailing and learned that its own mailroom
"problem" caused the delay.

The District Court's final judgment was enter ed on
February 23, 2000. On March 16, 2000, thr ee weeks after
the District Court's entry of final judgment on Santander's
claim, Santander moved in the District Court that the
judgment be vacated under Rule 60(b) on the gr ounds of
"excusable neglect." Santander had only discovered in late
_________________________________________________________________

6. Santander's letter was actually docketed with a notation reading "Copy
to Chambers," and the District Court indicated at later oral argument
that it was aware of this letter at the time it was received.

                                7
January that the claim had been denied due to late mailing
rather than late receipt, and had set to work to determine
the cause of the late mailing and to try to r emedy the
rather severe situation which it faced, that is, being
excluded from the settlement. The Rule 60(b) motion cited,
inter alia, its mailroom sabotage and good faith efforts to
determine the origins of the delay. The District Court held
a hearing on March 17, the following day.

The District Court entered an order on Mar ch 21, 2000
denying Santander's claim "for the reasons stated at oral
argument," which had been held on Mar ch 17, 2000.

II.

On appeal, Santander challenges the District Court's
denial of its Rule 60(b) motion to permit it to participate in
the underlying settlement. Specifically, Santander asserts
on appeal that in refusing to excuse its thr ee-day delay in
the mailing of its proof of claim, the District Court failed to
apply properly the standards for deter mining "excusable
neglect" outlined in Pioneer Investment Services v.
Brunswick Assoc. Ltd. Ptrshp, 507 U.S. 380 (1993).7 Had
the District Court properly applied the law, insists
Santander, it would have excused the delay and permitted
Santander to participate in the settlement, based upon the
following factors, among others: the District Court's finding
of no prejudice to Cendant; the delay's de minimis length;
the delay's lack of impact on judicial proceedings;
Santander's diligent efforts to file on time, its reasonable
belief that it had done so, and its diligent ef forts to
follow up on its claim; the erroneous notice fr om the
Settlement Administrator that the claim had been received
late, rather than mailed/postmarked late; and Santander's
unchallenged good faith.

In response, Cendant maintains that the District Court
decisions here should be affirmed for several reasons
_________________________________________________________________

7. In light of our holding in this case in Santander's favor, we need not
reach Santander's additional contention that the District Court abused
its discretion by treating it less favorably than other similarly situated
class members.

                               8
including that at the time the District Court disallowed the
claim, the only excuse Santander provided was that
sometimes certified mail can be delayed in r eaching its
destination; Santander's "excusable neglect" theory was not
presented to the District Court at that time, and so should
now be deemed waived; Santander did not offer the
requisite "extraordinary circumstances" for Rule 60(b) relief
and in particular, did not take timely action to investigate
or explain the reason for its late proof of claim; and the
mailroom events plaguing Santander were unproved, and
even if they had been proved, they were Santander's own
responsibility. In sum, Cendant claims that"Santander
does no more than attack the District Court's decision as
inequitable," and asserts that Rule 60(b) r elief must be
grounded on extraordinary circumstances, and not "merely
because a movant . . . believes the . . . decision to be
unfair."

Our examination requires a two-part analysis: (1) for
purposes of the Rule 60(b) motion: whether Santander's
delay in bringing its "mail room sabotage" theory to the
District Court's attention was excusable; and (2) on the
"merits:" whether the "mail room sabotage" theory provides
a valid reason for its late submission of its Proof of Claim.
The first inquiry regards the District Court's denial of
Santander's Rule 60(b) motion for reconsideration of the
final judgment that excluded Santander from the
Settlement. We review the District Court's denial of the Rule
60(b) motion for abuse of discretion. In r e: O'Brien Envntl.
Energy, 188 F.3d 116, 122 (3d Cir . 1999). We have held as
to abuse of discretion, generally, that "an abuse of
discretion arises when the [D]istrict[C]ourt's decision rests
upon a clearly erroneous finding of fact, an errant
conclusion of law or an improper application of law to fact."
Oddi v. Ford Motor Co., 2000 WL 1517673, at *7 (3d Cir.
2000) (citation omitted). An abuse of discretion may also
occur "when no reasonable person would adopt the district
court's view." Id. Finally, "we will not interfere with the
[D]istrict [C]ourt's exercise of discretion unless there is a
definite and firm conviction that the court . . . committed
a clear error of judgment in the conclusion it reached upon
a weighing of the relevant factors." Id. If we conclude, as we
do, that the District Court's decision was not consistent

                               9
with the sound exercise of its discretion, the second
question arises: whether "excusable neglect" excuses
Santander's delay in submitting the proof of claims. This
involves a review of the matter de novo, applying the law to
the facts. Id.

A. The Rule 60(b) Motion

Our first inquiry is whether Santander's delay in bringing
its "mail room sabotage" theory to the District Court's
attention was excusable. We conclude that it is. Preston's
misunderstanding of the August 27th letter infor ming him
that the claim had been "received" late was understandable.
Santander's prompt response to the August 27th letter and
its initiative in sending another letter in November establish
that it was not derelict in discovering that its Proof of Claim
had been postmarked late.

Fed. R. Civ. P. 60(b) provides, in pertinent part:

       Rule 60. Relief From Judgment or Or der

       * * *

        (b) Mistakes; Inadvertence; Excusable Neglect; Newly
       Discovered Evidence; Fraud, Etc. On motion and upon
       such terms as are just, the court may r elieve a party or
       a party's legal representative fr om a final judgment,
       order, or proceeding for the following reasons: (1)
       mistake, inadvertence, surprise, or excusable neglect
       . . . or (6) any other reason justifying r elief from the
       operation of the judgment. The motion shall be made
       within a reasonable time, and for reasons (1), (2), and
       (3) not more than one year after the judgment, order,
       or proceeding was entered or taken.

       * * *

(Emphasis supplied).

In Pioneer Inv. Servs., supra, the Supreme Court
delineated the analysis required for afinding of "excusable
neglect" (made applicable to Rule 60(b) though Pioneer was
a bankruptcy case) and held that courts are per mitted,
where appropriate, to accept late filings even where caused
by inadvertence, mistake, or carelessness, as well as by
intervening circumstances beyond a party's control. At the

                               10
outset, the Supreme Court pronounced that the inquiry is
essentially equitable,8 and necessitates considering a
situation's totality:

       Because Congress has provided no other guideposts for
       determining what sorts of neglect will be considered
       "excusable," we conclude that the deter mination is at
       bottom an equitable one, taking account of all r elevant
       circumstances surrounding the party's omission.

Id. at 395.

While "all relevant circumstances" are properly
considered, the Supreme Court specifically delineated four
factors:

       These include . . . the danger of prejudice to the
       debtor, the length of the delay and its potential impact
       on judicial proceedings, the reason for the delay,
       including whether it was within the reasonable control
       of the movant, and whether the movant acted in good
       faith.

Id. In the wake of Pioneer, we have imposed a duty of
explanation on District Courts when they conduct
"excusable neglect" analysis. In Chemetr on Corp. v. Jones,
72 F.3d 341 (3d Cir. 1995), we addr essed the Bankruptcy
Rule that permits courts to accept late-filed claims when
the late-filing was due to "excusable neglect." In Chemetron
we held that the bankruptcy court's "analysis failed to
adequately consider the totality of the circumstances
presented." Id. at 349. Specifically, we faulted the court for
failing "to make additional relevant factualfindings,
including the danger of prejudice to the debtor , the length
of the delay and its potential impact on judicial
proceedings, the reason for the delay, and whether the
movant acted in good faith." Id. at 350. The panel
_________________________________________________________________

8. In the culminating argument in its brief, Cendant claims that
"Santander does no more than attack the District Court's decision as
inequitable," and asserts that Rule 60(b) r elief must be grounded on
extraordinary circumstances and not "merely because a movant . . .
believes the . . . decision to be unfair." Rule 60(b) relief is designed
to
prevent such unfairness and precisely requires such an equitable
inquiry.

                                11
"remand[ed] the issue to the bankruptcy court, with
directions [to] undertake a more comprehensive and
thorough determination of whether the totality of the
circumstances support claimants' defense of`excusable
neglect.' " Id.; see also O'Brien , 188 F.3d at 127 (faulting a
district court for not making specific findings as to
prejudice).

In our view, the District Court's decision her e suffers
from the same defects identified in Chemetron and O'Brien.
On Santander's Rule 60(b) motion, the District Court
should properly have entertained an analysis of the factors
constituting "excusable neglect" to deter mine whether
Santander had met them. To fail to do so is a failure on the
part of the District Court to properly apply the law to the
facts of this case and provides grounds for reversal on the
basis of abuse of discretion. See O'Brien , 188 F.3d at 122
(abuse of discretion where ruling below founded on error of
law or misapplication of law to facts). Here, the District
Court did not apply the Supreme Court's enunciated factors
for "excusable neglect," even when Santander urged it to do
so at the oral argument. On March 21, 2000, the District
Court denied Santander's claim "for the r easons stated at
oral argument."

At the Rule 60(b) motion hearing, the District Court
declined to make a substantive analysis of the Pioneer
"excusable neglect" factors, and rather , encouraged
Santander to bring the case here, to the Court of Appeals.
The District Court expressed impatience with the delay in
Santander's bringing forth the mailroom debacle theory,
without considering Santander's good faith or possible
"excusable neglect" circumstances, stating that Santander
failed to "get[ ] off its corporate duff to make the claim that
you make now for excusable neglect." The District Court
seemed to further abdicate its responsibility to apply the
"excusable neglect" standard of Rule 60(b) when it
suggested that the mailroom debacle was not worthy of the
Court's consideration, particularly since Santander was
presumed to be a sophisticated litigant not r equiring
special protection:

       Look, if you have inexperienced people handling a
       million plus account, that's your problem, not mine.

                               12
       [and]

       That is not my problem, especially in this type of
       litigation. This is not a case of orphans and widows.
       This is a case of savvy . . . business investors. And if
       you have some incompetent handling your books, that
       is your problem and not the Court's.

Finally, the District Court concluded that

       I haven't heard anything that has come close to
       occupying the space that would be occupied by a
       determination of excusable neglect . . . .[from the
       attorney].

       I appreciate [the attorney] comes in at the last moment
       .. . . But, from September until now, and particularly
       since the time of the Court's opinion on January 14th,
       we have heard nothing that comes close fr om [the
       attorney] to explain why we are now in March hearing
       this plea, not only to extend time to appeal, but for
       Santander to be excused from judgment. I see nothing
       that would even qualify for excusable neglect under
       any of the motions and therefore they ar e denied.

In short, we find that the District Court's statements at
oral argument do not satisfy the explanation r equirements
we mandated in Chemetron. In addition, we find that in
misapplying the Pioneer factors, the District Court did not
act in the sound exercise of its discretion.

B. Excusable Neglect Factors

We turn now to the applicable factors we delineated
above, applying them to the facts not in dispute or
controverted in the District Court.9

We find that the length of Santander's delays were
insignificant as a matter of law. We agr ee with Santander
that its "delay" in bringing the Rule 60(b) motion was three
weeks: the period between the time the District Court's
decision disallowing its claim became final, February 23,
_________________________________________________________________

9. We have accepted the uncontroverted affidavits of Preston and
Figueroa. Cendant does not challenge these except to assert that they
are unverified.

                               13
and the time it brought its Rule 60(b) motion, March 16.
Under O'Brien, "the length of the delay is considered in
absolute terms." O'Brien, 188 F .3d at 130. This delay was
trivial in light of the one-year outer limit for bringing a Rule
60(b) motion imposed by the Federal Rules of Civil
Procedure, and under O'Brien, in which we concluded that
a two-month delay was insignificant as a matter of law, see
id.

Similarly trivial was Santander's delay in filing its initial
Proof of Claim, five days or three business days, as
Santander prefers to characterize it: the period between the
original filing date, Friday, June 18, 1999 and the date the
claim was postmarked, Wednesday, June 23, 1999. We
agree with Santander that these few days could not have
had any real impact on the judicial proceedings.

The reason for the delay here was either unforeseeable
sabotage by mailroom employees who purposefully misled
Santander, or even more simply, a mailr oom which did not
operate as it should have in the ordinary course of business.10
Though the District Court dismissed this reason as
"internal to your organization," we have reaffirmed that in
Pioneer, the Supreme Court "explicitly rejected the
argument that excusable neglect applies only to those
situations where the failure to comply is a result of
circumstances beyond the [claimant's] r easonable control."
O'Brien, 188 F.3d at 125.

There is not any evidence that Santander acted in bad
faith, either in bringing its Rule 60(b) motion or in filing its
late claim. On the contrary, there is abundant evidence that
Santander acted with good faith throughout. Those
individuals directly responsible for the Santander claim,
Preston and Figueroa, were far fr om derelict in performing
_________________________________________________________________

10. Interestingly, in the course of the settlement litigation, the
District
Court did accept as valid both reasons similar to, and even those less
compelling, than Santander's. For example, in another claimant's case,
Mellon's delay in filing was excused because a clerk at Mellon who had
been ill and depressed for months was der elict in his duties. In
addition,
two other class members were excused due to mailroom problems: in
one case mail was handled "contrary to custom," and in the other, there
were problems in an internal corporate mailroom.

                               14
their duties. Santander's agents took steps to ensur e that
the proof of claim would be mailed out in a timely fashion,
and reasonably believed that it had. When err oneously
notified that the claim had been rejected due to late receipt,
Santander took whatever steps it could to investigate and to
mitigate damage to itself. A period ensued during which
Santander was "shut out" of communications to class
members, and upon learning very late in the game the true
reason for the denial, the late mailing, Santander acted
with reasonable haste to investigate the pr oblem and to
take available steps toward a remedy.

Finally, in terms of prejudice to Cendant, the District
Court found that Cendant would not suffer any prejudice
when the District Court extended the deadline fr om June
18 to September 7, 1999, after Santander's claim had been
mailed and received. The Court found that Cendant would
not be harmed because the original limits of Cendant's
financial obligation had not been expanded. Cendant's
argument that it is now prejudiced because the settlement
money which might now go to Santander will not be
"leftover" for Cendant to recoup is without merit.11 In truth,
since the only "prejudice" Cendant would suffer by being
forced to pay Santander is the "loss of a windfall," we
conclude that Cendant will suffer no pr ejudice at all. See
id. at 128.

III.

After a careful review of the recor d, we find that the
District Court's misapplication of the Pioneer factors in
denying Santander's Rule 60(b) motion to be beyond the
sound exercise of its discretion. W e further find that any
neglect by Santander in submitting its Proof of Claim form
late was "excusable neglect," justifying the allowance of its
claim to settlement participation. We thus r everse the
District Court's denial of Santander's claim on the basis of
_________________________________________________________________

11. See In re Cendant Corporation Prides Litigation, No. 00-5199, slip op.
(3d Cir. Nov. ___, 2000) for further discussion of the District Court's
finding that Cendant would not be prejudiced by a time extension.

                               15
delay and remand solely for inclusion in settlement
proceedings.

A True Copy:
Teste:

       Clerk of the United States Court of Appeals
       for the Third Circuit

                               16
