                                             Filed:   January 28, 2003

                    UNITED STATES COURT OF APPEALS

                        FOR THE FOURTH CIRCUIT


                            Nos. 01-2194(L)
                           (CA-95-1069-MDL)



In Re: American Honda Litigation


Roger Miller, et al.,

                                              Plaintiffs - Appellants,

           versus


Lawrence Silver, et al.,

                                                  Movants - Appellees.



                              O R D E R



     The court amends its opinion filed January 17, 2003, as

follows:

     On page 36, first full paragraph, line 5 -- the word “mislead”

is corrected to read “misled.”

                                          For the Court - By Direction




                                          /s/ Patricia S. Connor
                                                   Clerk
                       PUBLISHED

          UNITED STATES COURT OF APPEALS

              FOR THE FOURTH CIRCUIT

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In Re: AMERICAN HONDA MOTOR
COMPANY, INCORPORATED,
Dealerships Relations Litigation

ROGER MILLER; RUTH MILLER,
    Plaintiffs-Appellants,

    and

BERNARDI'S INCORPORATED, d/b/a
Bernardi Honda, a Massachusetts
Corporation (JFM-95-3314); PYE
AUTOMOBILE SALES, INCORPORATED,
(JFM-99-3136); RICHARD C.D.
HUNT, III, (JFM-94-3499); PEGGY
HUNT, (JFM-94-3499); RICK HUNT           No. 01-2194
FORD, INCORPORATED,
(JFM-94-3499); ROBERT J. VATLAND,
(JFM-95-2415); METRO AUTO,
INCORPORATED, d/b/a Metro Honda,
(JFM-95-2493) formerly; DOMINICK
ROCCO, (JFM-95-2493); SHIRLEY
ROCCO, (JFM-95-2493); FLYNN
MOTORS, INCORPORATED, d/b/a
American Honda of Hammonton,
(JFM-95-2494); JOHN J. FLYNN, JR.,
(JFM-95-2494); JANE MENDELSOHN,
a/k/a Robert W. Mendelsohn, solely
in her capacity as Executrix of the
Estate of (JFM-95-2494); ROBBIN
LINDSAY TORESCO, (JFM-95-2495);
JACK REVELLE, (JFM-95-2517);
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ROCHESTER WORLD CAR
CORPORATION, (JFM-95-2517);
LIVERPOOL WORLD CAR CORPORATION,
d/b/a Honda City, d/b/a Honda City,
(JFM-95-2517); BILL MCDAVID
PONTIAC, GMC TRUCKS, HONDA,
INCORPORATED, d/b/a Bill McDavid
Honda, (JFM-95-2584); BILL
MCDAVID MOTORS, INCORPORATED,
d/b/a Bill McDavid Acura of
Arlington, (JFM-95-2584); BILL
MCDAVID, INCORPORATED, d/b/a Bill
McDavid Acura of Fort Worth; VIC
BAILEY HONDA, INCORPORATED,
(JFM-95-2598); CLAUDIA CLOSE,
d/b/a Jim Close House of Honda,
d/b/a House of Honda, as Executrix
of the Estate of James R. Close,
Humphrey Motors, Inc.; HUMPHREY
MOTORS, INCORPORATED, a/k/a Jim
Close House of Honda, a California
Corporation (JFM-95-2713); SIERRA
MOTORS, INCORPORATED, d/b/a Sierra
Motors, Incorporated, a Nevada
Corporation (JFM-95-2712); JAMES
MCKOANE ENTERPRISES,
INCORPORATED, d/b/a Clawson Honda
of Fresno, a California corporation
(JFM-95-2728); BREAKAWAY
INCORPORATED, d/b/a Breakaway
Honda, a South Carolina
corporation (JFM-95-2804)
(JFM-95-2728); CENTURY
LINCOLN-MERCURY, INCORPORATED, a
South Carolina corporation
(JFM-95-2728); INTERNATIONAL
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                                  2
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MOTOR WERKS, INCORPORATED, d/b/a
Honda Motor Works, a Wisconsin
Corporation (JFM-95-3043); AUSTIN
MOTORS, INCORPORATED, d/b/a Honda
City, a New York Corporation
(JFM-95-3044); STAFFORD HONDA,
INCORPORATED, a Texas Corporation
(JFM-95-3045); CITY MOTORS SALES
COMPANY, a New Jersey Corporation
(JFM-95-3046); PACE OLDSMOBILE,
INCORPORATED, d/b/a Pace Honda, a
New York Corporation
(JFM-95-3047); AUTOSPORT,
INCORPORATED, a New Jersey
Corporation (JFM-95-3048);
PENSACOLA AUTO MART,
INCORPORATED, a Florida Corporation
(JFM-95-3065); FRANK BORMAN,
Col., a New Mexico resident
(JFM-95-2716); FRED BORMAN, a
North Carolina resident
(JFM-95-2716); JEFF CONNOLE, d/b/a
Borman Motor Company, a New
Mexico resident, individually and
doing business as (JFM-95-2716);
WILLIAM M. VAN DALSEN, a
California resident (JFM-95-2716);
WILLIAM J. BRONSON, an Oregon
resident (JFM-95-2716); AL REILLY,
a California resident
(JFM-95-2716); MILDRED RADER,
d/b/a Pioneer Honda, a California
resident, individually and on behalf
of all others similarly situated
(JFM-95-2716); BORMAN MOTOR
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                                  3
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COMPANY, LIMITED LIABILITY
COMPANY, (JFM-95-2716); PRECISION
IMPORTS OF FARMINGTON,
INCORPORATED, a New Mexico
corporation (JFM-95-2714);
RANCOURT, INCORPORATED, d/b/a
Carmichael Honda, (JFM-95-2715);
TRANS OCEANIC MOTORS,
INCORPORATED, d/b/a Cardinal
Honda, (JFM-95-2695); CLAIR
INTERNATIONAL, INCORPORATED, d/b/a
Clair Honda, (JFM-95-3315);
CLAIR'S INCORPORATED, d/b/a Clair
Acura, (JFM-95-3315); JAMES E.
CLAIR, (JFM-95-3315); RICHARD
LUNDGREN, INCORPORATED, d/b/a
Lundgren Honda, a Massachusetts
Corporation (JFM-95-3313); BILL
KRAUSE AUTOMOTIVE, INCORPORATED,
a California corporation
(JFM-95-3414); WILLIAM A.
KRAUSE, (JFM-95-3414); SAWYER
AUTO IMPORTS, INCORPORATED, a
Delaware corporation
(JFM-95-3417); BAY RIDGE HONDA,
a New York corporation
(JFM-95-3418); RENSSELAER AUTO
PLAZA, INCORPORATED, d/b/a
Rensselaer Honda, (JFM-95-3416);
ROMOR INVESTMENTS, INCOPORATED,
formerly Crown Motors which did
business as Century Motors, a
California corporation
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                               4
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(JFM-95-3729); COOPER,
INCORPORATED, d/b/a Selma Honda, a
disolved California corporation
(JFM-95-53); MILLER AUTO SALES,
INCORPORATED, d/b/a Miller
Honda-Volkswagon-Isuzu-Suzuki, a
Virginia corporation (JFM-96-382);
KACHINA INVESTMENTS, INCOPORATED,
a/k/a Wayne L. Culiver, a/k/a
Wanyne Culliver Ford,
Incorporated, a/k/a Hacienda Motor
Company, Incorporated, an Arizona
corporation, as sucessor in interest
to (JFM-96-602); BLW,
INCORPORATED, d/b/a Luby Chevrolet
Company, Incorporated, formerly
(JFM-96-637); FAIRFIELD MOTORS,
INCORPORATED, a New Hampshire
Corporation (JFM-96-1438); JACK
BROWN IMPORTS, INCORPORATED, an
Illinois Corporation (JFM-96-1506);
SIERRA AUTO CARS, INCORPORATED,
d/b/a Sierra Honda, a California
Corporation (JFM-96-1504);
POMONA VALLEY IMPORTS,
INCORPORATED, a California
Corporation (JFM-96-1504);
MAJESTIC PONTIAC, d/b/a Majestic
Honda, d/b/a Majestic Pontiac &
Honda, a California Corporation
(JFM-96-1504); KAISER BROTHERS,
d/b/a Kaiser Brothers Oldsmobile &
Honda, a California corporation
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                                   5
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(JFM-96-1504); BOB JACKSON &
SON, d/b/a Honda Santa Ana, a
California corporation
(JFM-96-1504); COMMUNITY
PONTIAC, d/b/a Community Pontiac
Honda, d/b/a Community Honda, a
California Corporation
(JFM-96-1054); NELSON PONTIAC,
d/b/a Nelson Honda, a California
Corporation (JFM-96-1504); OTOBAI
INCORPORATED, d/b/a Honda of
Pasadena, a California Corporation
(JFM-96-1504); JOHN BRYANT
MOTORS, d/b/a Bryant Honda, a
California corporation
(JFM-96-1504); VINCI,
INCORPORATED, d/b/a Las Vegas
Honda, a Nevada Corporation
(JFM-96-1504); STEWART OLDS,
INCORPORATED, d/b/a Stewart Honda,
a California Corporation
(JFM-96-1504); GOODWIN MOTORS,
INCORPORATED, d/b/a Goodwin
Honda, a California Corporation
(JFM-96-1504); GARSTEN MOTORS,
INCORPORATED, d/b/a Garsten Honda,
a New York Corporation
(JFM-96-1507); JUNE JENSEN,
(JFM-96-1505); BYRNES-MCCARTHY,
INCORPORATED, a New Hampshire
Corporation (JFM-96-1724);
PARADISE PONTIAC, INCORPORATED, an
Ohio corporation
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                                 6
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(JFM-96-1702); NAULT ENTERPRISES,
INCORPORATED, d/b/a Nault's Honda,
a New Hampshire Corporation
(JFM-96-1774); JAMES MCKOANE
ENTERPRISES, INCORPORATED, a
California Corporation
(JFM-96-1915); HARDIN OLDSMOBILE,
d/b/a Hardin Honda, a California
Corporation (JFM-96-1838); RULE,
INCORPORATED, d/b/a Rule Honda, a
Virginia Corporation
(JFM-96-2757); COASTAL IMPORTS,
INCORPORATED, d/b/a Vista Honda
126 East, a California Corporation
(JFM-96-2758); INTERNATIONAL
AUTOMOBILES, INCORPORATED, a New
Jersey Corporation (JFM-96-2778);
PHILIP WINTER, an Oregon resident
(JFM-96-2716); FREDERICK H.
POWELL, (JFM-96-1489); POWELL'S
AUTO CENTER, INCORPORATED,
(JFM-96-1489); G. MARSHALL
BUTLER, (JFM-96-3447); M. BUTLER,
INCORPORATED, (JFM-96-3447); PHC
AUTOMOTIVE, INCORPORATED, a
Georgia Corporation
(JFM-96-3448); FIRST INTERNATIONAL
MOTORS INCORPORATED AND
SUCCESSOR IN INTEREST TO
D'IMPORTS, INCORPORATED, d/b/a D'
Honda, a California Corporation
(JFM-96-3743); PORTER CHEVROLET,
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                                  7
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INCORPORATED, (JFM-96-3893);
CLARENCE B. SMAIL, an individual
(JFM-96-3932); JAMES A. SMAIL, an
individual (JFM-96-3932); BUD AND
JIM SMAIL, INCORPORATED, a
Pennsylvania Corporation
(JFM-96-3932); JOHNSON MOTOR
COMPANY, INCORPORATED, d/b/a
Johnson Honda-Nissan, an Ohio
corporation (JFM-96-726); D & C
CHEVROLET COMPANY, d/b/a D & C
Honda, a New Jersey Corporation in
case (JFM-96-3858); BILL RULE,
INCORPORATED, d/b/a Honda Nissan
of Covington, a Virginia
Corporation (JFM-96-4026);
WOODSON PONTIAC, INCORPORATED,
d/b/a Richard Woodson Honda, a
Virginia Corporation (JFM-97-186);
ALVIN'S ENTERPRISES, INCOPORATED,
d/b/a Alvin's Honda Sales, a
Pennsylvania Corporation
(JFM-97-201); COLONIAL LIMITED,
INCORPORATED, d/b/a Colonial
Honda; S & R AUTO SALES,
INCORPORATED, d/b/a Roger Miller
Honda of Huntington Beach, a
California Corporation; ROGER
MILLER IMPORTS, INCORPORATED,
d/b/a Roger Miller Acura of
Beverly Hills, a California
Corporation; BEVERLY HILLS R & R,
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                               8
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INCORPORATED, d/b/a Roger Miller
Honda of Beverly Hills; C.H.
JORGENSEN, d/b/a Jorgensen's Honda,
a corporation (JFM-97-1624);
YONKERS MOTORS CORPORATION,
d/b/a Yonkers Motors, a New York
Corporation (JFM-95-3271); JOY
LIBERT GELB, (JFM-95-3271)
Yonkers Motors Corporation; BILL
EDWARDS OLDSMOBILE,
INCORPORATED, a Virginia
Corporation (JFM-97-2945);
WILLIAM EDWARDS, SR.,
(JFM-97-2945); WILLIAM EDWARDS,
JR., (JFM-97-2945); KLEIN FOREMAN
MOTORS, INCORPORATED, d/b/a
Foreman Honda, a California
Corporation (JFM-97-852); FRAHM
HONDA, a California Corporation
(JFM-97-3006); GENE GABBARD,
INCORPORATED, d/b/a Gene Gabbard
Lincoln Mercury, d/b/a Gene
Gabbard's Stockton Lincoln
Mercury Honda, a California
Corporation (JFM-97-3224); GENE
GABBARD, (JFM-97-3224); JAMES
GABBARD, (JFM-97-3224); GARY
GABBARD, (JFM-97-3224); HARVEY
& MADDING, INCORPORATED, d/b/a
Dublin Honda, a California
Corportion (JFM-97-3212); HARVEY
& SONS, INCORPORATED, d/b/a
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                               9
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Hayward Acura, a California
Corporation (JFM-97-3212); KEN
HARVEY, (JFM-97-3212); HARRY
CRAMER HONDA; STANFORD A.
CRAMER, individually in
JFM-97-1330; WPS, INCORPORATED,
d/b/a Honda Cars of Columbia,
JFM-97-1288; DOROTHY VAN
DALSEM, as Executrix of the Estate
of William M. Van Dalsem
(JFM-95-2716); COLONIAL LIMITED,
INCORPORATED, d/b/a Colonial
Honda, a California Corporation
(JFM-97-1136); BALISE MOTOR
SALES COMPANY, d/b/a Balise Honda,
a Massachusetts Corporation
(JFM-98-1286); BARR MOTORS,
INCORPORATED, d/b/a Barr Honda, a
Pennsylvania Corporation
(JFM-98-1299); STEVE HOPKINS,
INCORPORATED, a California
Corportion (JFM-98-1497); LARRY
HOPKINS, INCORPORATED, a California
Corporation (JFM-98-1497); STEVE
HOPKINS, a California resident
(JFM-98-1497); MENARD &
HOLMBERG, INCORPORATED, d/b/a
Menard & Holmberg Honda/Isuzu,
a Massachusettes Corporation
(JFM-98-933); PIONEER EDSEL SALES,
INCORPORATED, d/b/a Pioneer Honda,
Honda, a California corporation
(JFM-98-828); SOUTH CITY,
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                                10
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INCORPORATED, d/b/a South City
Honda, a California Corporation
(JFM-98-1023); ED WITTMEIER
FORD, INCORPORATED, d/b/a
Wittmeier Honda, a California
Corporation (JFM-98-1025);
SHERWOOD IMPORTS, INCORPORATED,
d/b/a Sherwood Honda,
(JFM-98-1755); TAMAROFF BUICK,
INCORPORATED, d/b/a Tamaroff
Honda, (JFM-98-1756); LESLIE
SEGEL, an Oregon resident
(JFM-98-2315); SEGEL ENTERPRISES,
INCORPORATED, d/b/a Town &
Country Cadillac Oldsmobile
Honda, a California Corporation
(JFM-98-2315); FRANK MITCHELL,
JFM-98-2438; JAY MITCHELL, a
California resident (JFM-98-2438);
B-J MARCHESE MOTOR COMPANY, a
Pennsylvania Corporation
(JFM-98-2812); B.J. MARCHESE
HONDA, (JFM-98-2812); B. J.
MARCHESE, (JFM-98-2812);
MARSHALL CHEVROLET, VOLVO,
HONDA, INCORPORATED, a
Pennsylvania Corporation
(JFM-98-3821); HENRY C.
MARSHALL, individually
(JFM-98-3821); GLOBE AUTO
IMPORTS, d/b/a Globe Honda, a
Florida Corporation (JFM-98-4064);
JAMES MCFREDERICK, a Florida
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                                11
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resident (JFM-98-4064); CALE
YARBOROUGH MOTORS OF SOUTH
CAROLINA, INCORPORATED, d/b/a Cale
Yarborough Honda-Mazda,
(JFM-98-1828); CALE YARBOROUGH
MOTORS OF GA, INCORPORATED, d/b/a
Cale Yarborough Honda,
JFM-98-1827; GOODWIN
VOLKSWAGEN, INCORPORATED, d/b/a
Goodwin Honda; ALAN L. STROUSE;
CLOVIS HONDA,
      Plaintiffs,

    v.

RICHARD H. BROOKS; STANLEY JAMES
CARDIGES; HUGH P COOPER; DENNIS
R. JOSLEYN; ROBERT N. RIVERS;
ROBERT A. MAZATELLI; EDWARD A.
TEMPLE; BLAKELY CONSULTANTS &
DEVELOPMENT, INCORPORATED; HONDA
MOTOR COMPANY, LTD.; RAYMOND
W. HOVSEPIAN; COMMONWEALTH
INSURANCE COMPANY; JOHN W.
BILLMYER; ROGER NOVELLY; RICHARD
DITARANTO; DOES 1-50; KOICHI
AMEMIYA; YOSHIDE MUNEKUNI; MARK
L. BENSON; DAMIEN C. BUDNICK;
DAVID L. PEDERSEN; THOMAS A.
CAULFIELD, a California Resident;
JOHN J. CONWAY, a New Jersey
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                             12
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Resident; LYON & LYON, a
California Partnership; ROLAND N.
SMOOT, a California Resident;
FREDERICK W. MEIS, JR., a Texas
Resident; FRANK PISANO, a Colorado
Resident; BEATRICE SIKORA; LARRY
C. FINLEY; PETER EPSTEEN; JOSEPH R.
HENDRICK, III, a North Carolina
Resident; ANGELO FALCONI, a
Pennsylvania Resident; CLIFF PECK;
JOHN ROSATTI; WILLIAM SCHUILING;
JOSEPH POPE, a California Resident;
SHAU WAI LAM, a New Jersey
Resident; HENRY KHACHATURIAN,
d/b/a Hank Torian, a California
Resident; MID PENINSULA MOTORS,
INCORPORATED, a California
Corporation; AUTO CAR,
INCORPORATED, a California
Corporation; EDGREN MOTORS,
INCORPORATED, a California
Corporation; MARTIN LUSTGARTEN;
DOES 1-100, inclusive; JOHN L.
HENDRICK, a North Carolina
Resident; HENDRICK AUTOMOTIVE
GROUP, a North Carolina
Corporation; DAH CHONG HONG,
LTD., a California Corporation; DAH
CHONG HONG TRADING CORPORATION,
a/k/a DCH, a New York
Corporation; HONDA NORTH
AMERICA, INCORPORATED; HENDRICK
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                                13
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MANAGEMENT CORPORATION; L.L.L.
SALES COMPANY, INCORPORATED;
DCH (OXNARD) INCORPORATED;
DAVID MCDAVID; VINCENT PIAZZA;
SANTO GEORGE POLING; J.R.H.,
INCORPORATED; WILLIAM O.
MUSGRAVE; CHARLES V. RICKS;
WESH, INCORPORATED; CANYON
HONDA, a California Corporation;
CANYON ACURA, a California
Corporation; RICK HINES, an
individual; CORONA HONDA, a
California Corporation; DAVID
CONANT; VIRGINIA'S FIRST FAMILY OF
FINE CARS INCORPORATED, d/b/a
Brown Oldsmobile Honda Saab, a
Virginia Corporation; AL SHENG, an
individual; EARL PILCHER,
(JFM-96-3447); B.D.A. ENTERPRISES
CORPORATION, formerly known as
Town & Country Automotive,
Incorporated, a Georgia Corporation
(JFM-96-3448); BARRY ALEXANDER,
(JFM-96-3448); RICK HENDRICK, a
New Jersey Resident
(JFM-96-3858); LYON & LYON, a
California Partnership; ROLAND N.
SMOOT, a California Resident; NFI
INCORPORATED, a Corporation
(JFM-96-4026); BIRD, BETHEA,
JORDAN & GRIFFIN, P.A.; IRVING H.
LASEROW, JFM-95-2492 Metro Auto,
Incorporated; I.H. LASEROW AND
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                                14
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COMPANY, P.C., JFM-95-2493 Metro
Auto, Incorporated; EDWIN R.
TAYLOR; DOES 8-50; TASHA,
INCORPORATED; RICK HENDRICK
HONDA CARS COMPANY,
JFM-97-1288; TOWER H. LTD.; DCH
INVESTMENTS, INCORPORATED,
(California); CIVIC CENTER MOTORS,
LTD., d/b/a White Plains Honda, a
New York Corporation; 31-37
NORTH MOORE STREET CORPORATION;
RICK HEINZ, Hardin Oldsmobile
JFM-96-1838; PAUL T. BOHLANDER;
SUNSHINE HONDA; RICHARD H.
BROOKS; CLARENCE FINCHER; TETSUO
CHINO, former California Resident
and now residing in the Nation of
Japan; HENDRICK MANAGEMENT
COMPANY LIMITED PARTNERSHIP;
HENDRICK CORPORATION; HENDRICK
AUTOMOTIVE GROUP; HENDRICK
MANAGEMENT CORPORATION; THOMAS
DEL FRANCO; WILLIAM KUTCHERA;
JAMES A. THOMPSON, a Florida
Resident; LINDA LUSTGARTEN, a
Pennsylvania Resident; SCOTT
LUSTGARTEN, a Pennsylvania
Resident; CLASSIC AUTO GROUP,
INCORPORATED, a New Jersey
Corporation; SCOTT IMPORTS,
INCORPORATED, d/b/a Main Line
Honda, a Pennsylvania Corporation;
MARTIN NEWARK DEALERSHIPS,
INCORPORATED, d/b/a Martin Honda,
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                                 15
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a Delaware Corporation; THE TED
STEVENS CAR COMPANY,
INCORPORATED, a California
Corporation; THEODORE J. STEVENS, a
California Resident; WHITE PLAINS
HONDA, a New York sole
proprietorship; PAUL SINGER; JOHN
D'ELIA,
      Defendants,

AMERICAN HONDA MOTOR COMPANY,
INCORPORATED,
    Defendant & Third Party Plaintiff,

     v.

LAWRENCE SILVER; SILVER & FIELD,
   Movants-Appellees,

     and

MIDDLETOWN MOTORS, INCORPORATED;
RICHARD CATENA; IMPORTS OF
FREEHOLD, INCOPORATED; GRAND
MOTOR CAR COMPANY,
INCORPORATED; R.C. CALDWELL
IMPORTS, INCORPORATED; DAVID
TRAINER; HOLLYWOOD IMPORTS
LIMITED; PLAZA MOTORS OF
BROOKLYN, INCORPORATED;
HEMPSTEAD MOTORS, LIMITED; NORTH
PALM IMPORTS, LIMITED; CRYTAL BAY
IMPORTS, LIMITED; PARAMUS WORLD
MOTORS, INCORPORATED; DARON
MOTORS, INCORPORATED; DCH
MOTORS, INCORPORATED; DCH
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                        16
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MANHATTAN; STEPHEN S. BIRD;
BETHEA, JORDAN & GRIFFIN, P.A.;
JOHN W. BILLMYER; S. JAMES
CARDIGES; ROBERT A. MAZZITELLI;
ROGER NOVELLY; DAMIEN C.
BUDNICK; DAVID L. PEDERSEN; MARK
L. BENSON; JOHN J. CONWAY;
CLARENCE FINCHER; JOHNNY R.
FINCHER; WILLIAM VINCE; WAYNE
VINCE; W. RODMAN RYAN; WILLIAM
LIA, JR.; DON LIA; DENNIS R.
JOSLEYN; HUGH P COOPER; ROBERT
N. RIVERS; FREDERICK W. MEIS, JR.;
BEATRICE SIKORA; WILLIAM
SCHUILING; DAVID TRAINOR; SANTO
GEORGE POLING; VINCENT RADLEY;
KAREN RADLEY; FRANK PISANO;
LARRY C. FINLEY; THOMAS A.
CAULFIELD; PETER EPSTEEN; HENDRICK
CORPORATION; ANGELO FALCONI; MID-
PENINSULA MOTORS, INCORPORATED;
AUTO CAR, INCORPORATED; EDGREN
MOTOR COMPANY; DON CARLTON;
RICHARD CATENA; JOHN ROSATTI;
DAH CHONG HONG, LTD.; L.L.L.
SALES COMPANY, INCORPORATED;
DCH (OXNARD) INCORPORATED;
RAYMOND HOVSEPIAN; IRVING H.
LASEROW; I.H. LASEROW AND
COMPANY, P.C.,
      Third Party Defendants.
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                              17
4444444444444444444444444444444444444444444444447
In Re: AMERICAN HONDA MOTOR
COMPANY, INCORPORATED,
Dealerships Relations Litigation

ROGER MILLER; RUTH MILLER,
    Plaintiffs-Appellees,

    and

BERNARDI'S INCORPORATED, d/b/a
Bernardi Honda, a Massachusetts
Corporation (JFM-95-3314); PYE
AUTOMOBILE SALES, INCORPORATED,
(JFM-99-3136); RICHARD C.D.
HUNT, III, (JFM-94-3499); PEGGY
HUNT, (JFM-94-3499); RICK HUNT           No. 01-2229
FORD, INCORPORATED,
(JFM-94-3499); ROBERT J. VATLAND,
(JFM-95-2415); METRO AUTO,
INCORPORATED, d/b/a Metro Honda,
(JFM-95-2493) formerly; DOMINICK
ROCCO, (JFM-95-2493); SHIRLEY
ROCCO, (JFM-95-2493); FLYNN
MOTORS, INCORPORATED, d/b/a
American Honda of Hammonton,
(JFM-95-2494); JOHN J. FLYNN, JR.,
(JFM-95-2494); JANE MENDELSOHN,
a/k/a Robert W. Mendelsohn, solely
in her capacity as Executrix of the
Estate of (JFM-95-2494); ROBBIN
LINDSAY TORESCO, (JFM-95-2495);
JACK REVELLE, (JFM-95-2517);
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                                  18
4444444444444444444444444444444444444444444444447
ROCHESTER WORLD CAR
CORPORATION, (JFM-95-2517);
LIVERPOOL WORLD CAR CORPORATION,
d/b/a Honda City, d/b/a Honda City,
(JFM-95-2517); BILL MCDAVID
PONTIAC, GMC TRUCKS, HONDA,
INCORPORATED, d/b/a Bill McDavid
Honda, (JFM-95-2584); BILL
MCDAVID MOTORS, INCORPORATED,
d/b/a Bill McDavid Acura of
Arlington, (JFM-95-2584); BILL
MCDAVID, INCORPORATED, d/b/a Bill
McDavid Acura of Fort Worth; VIC
BAILEY HONDA, INCORPORATED,
(JFM-95-2598); CLAUDIA CLOSE,
d/b/a Jim Close House of Honda,
d/b/a House of Honda, as Executrix
of the Estate of James R. Close,
Humphrey Motors, Inc.; HUMPHREY
MOTORS, INCORPORATED, a/k/a Jim
Close House of Honda, a California
Corporation (JFM-95-2713); SIERRA
MOTORS, INCORPORATED, d/b/a Sierra
Motors, Incorporated, a Nevada
Corporation (JFM-95-2712); JAMES
MCKOANE ENTERPRISES,
INCORPORATED, d/b/a Clawson Honda
of Fresno, a California corporation
(JFM-95-2728); BREAKAWAY
INCORPORATED, d/b/a Breakaway
Honda, a South Carolina
corporation (JFM-95-2804)
(JFM-95-2728); CENTURY
LINCOLN-MERCURY, INCORPORATED, a
South Carolina corporation
(JFM-95-2728); INTERNATIONAL
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                                  19
4444444444444444444444444444444444444444444444447
MOTOR WERKS, INCORPORATED, d/b/a
Honda Motor Works, a Wisconsin
Corporation (JFM-95-3043); AUSTIN
MOTORS, INCORPORATED, d/b/a Honda
City, a New York Corporation
(JFM-95-3044); STAFFORD HONDA,
INCORPORATED, a Texas Corporation
(JFM-95-3045); CITY MOTORS SALES
COMPANY, a New Jersey Corporation
(JFM-95-3046); PACE OLDSMOBILE,
INCORPORATED, d/b/a Pace Honda, a
New York Corporation
(JFM-95-3047); AUTOSPORT,
INCORPORATED, a New Jersey
Corporation (JFM-95-3048);
PENSACOLA AUTO MART,
INCORPORATED, a Florida Corporation
(JFM-95-3065); FRANK BORMAN,
Col., a New Mexico resident
(JFM-95-2716); FRED BORMAN, a
North Carolina resident
(JFM-95-2716); JEFF CONNOLE, d/b/a
Borman Motor Company, a New
Mexico resident, individually and
doing business as (JFM-95-2716);
WILLIAM M. VAN DALSEN, a
California resident (JFM-95-2716);
WILLIAM J. BRONSON, an Oregon
resident (JFM-95-2716); AL REILLY,
a California resident
(JFM-95-2716); MILDRED RADER,
d/b/a Pioneer Honda, a California
resident, individually and on behalf
of all others similarly situated
(JFM-95-2716); BORMAN MOTOR
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                                  20
4444444444444444444444444444444444444444444444447
COMPANY, LIMITED LIABILITY
COMPANY, (JFM-95-2716); PRECISION
IMPORTS OF FARMINGTON,
INCORPORATED, a New Mexico
corporation (JFM-95-2714);
RANCOURT, INCORPORATED, d/b/a
Carmichael Honda, (JFM-95-2715);
TRANS OCEANIC MOTORS,
INCORPORATED, d/b/a Cardinal
Honda, (JFM-95-2695); CLAIR
INTERNATIONAL, INCORPORATED, d/b/a
Clair Honda, (JFM-95-3315);
CLAIR'S INCORPORATED, d/b/a Clair
Acura, (JFM-95-3315); JAMES E.
CLAIR, (JFM-95-3315); RICHARD
LUNDGREN, INCORPORATED, d/b/a
Lundgren Honda, a Massachusetts
Corporation (JFM-95-3313); BILL
KRAUSE AUTOMOTIVE, INCORPORATED,
a California corporation
(JFM-95-3414); WILLIAM A.
KRAUSE, (JFM-95-3414); SAWYER
AUTO IMPORTS, INCORPORATED, a
Delaware corporation
(JFM-95-3417); BAY RIDGE HONDA,
a New York corporation
(JFM-95-3418); RENSSELAER AUTO
PLAZA, INCORPORATED, d/b/a
Rensselaer Honda, (JFM-95-3416);
ROMOR INVESTMENTS, INCOPORATED,
formerly Crown Motors which did
business as Century Motors, a
California corporation
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                              21
4444444444444444444444444444444444444444444444447
(JFM-95-3729); COOPER,
INCORPORATED, d/b/a Selma Honda, a
disolved California corporation
(JFM-95-53); MILLER AUTO SALES,
INCORPORATED, d/b/a Miller
Honda-Volkswagon-Isuzu-Suzuki, a
Virginia corporation (JFM-96-382);
KACHINA INVESTMENTS, INCOPORATED,
a/k/a Wayne L. Culiver, a/k/a
Wanyne Culliver Ford,
Incorporated, a/k/a Hacienda Motor
Company, Incorporated, an Arizona
corporation, as sucessor in interest
to (JFM-96-602); BLW,
INCORPORATED, d/b/a Luby Chevrolet
Company, Incorporated, formerly
(JFM-96-637); FAIRFIELD MOTORS,
INCORPORATED, a New Hampshire
Corporation (JFM-96-1438); JACK
BROWN IMPORTS, INCORPORATED, an
Illinois Corporation (JFM-96-1506);
SIERRA AUTO CARS, INCORPORATED,
d/b/a Sierra Honda, a California
Corporation (JFM-96-1504);
POMONA VALLEY IMPORTS,
INCORPORATED, a California
Corporation (JFM-96-1504);
MAJESTIC PONTIAC, d/b/a Majestic
Honda, d/b/a Majestic Pontiac &
Honda, a California Corporation
(JFM-96-1504); KAISER BROTHERS,
d/b/a Kaiser Brothers Oldsmobile &
Honda, a California corporation
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                                   22
4444444444444444444444444444444444444444444444447
(JFM-96-1504); BOB JACKSON &
SON, d/b/a Honda Santa Ana, a
California corporation
(JFM-96-1504); COMMUNITY
PONTIAC, d/b/a Community Pontiac
Honda, d/b/a Community Honda, a
California Corporation
(JFM-96-1054); NELSON PONTIAC,
d/b/a Nelson Honda, a California
Corporation (JFM-96-1504); OTOBAI
INCORPORATED, d/b/a Honda of
Pasadena, a California Corporation
(JFM-96-1504); JOHN BRYANT
MOTORS, d/b/a Bryant Honda, a
California corporation
(JFM-96-1504); VINCI,
INCORPORATED, d/b/a Las Vegas
Honda, a Nevada Corporation
(JFM-96-1504); STEWART OLDS,
INCORPORATED, d/b/a Stewart Honda,
a California Corporation
(JFM-96-1504); GOODWIN MOTORS,
INCORPORATED, d/b/a Goodwin
Honda, a California Corporation
(JFM-96-1504); GARSTEN MOTORS,
INCORPORATED, d/b/a Garsten Honda,
a New York Corporation
(JFM-96-1507); JUNE JENSEN,
(JFM-96-1505); BYRNES-MCCARTHY,
INCORPORATED, a New Hampshire
Corporation (JFM-96-1724);
PARADISE PONTIAC, INCORPORATED, an
Ohio corporation
4444444444444444444444444444444444444444444444448
                                 23
4444444444444444444444444444444444444444444444447
(JFM-96-1702); NAULT ENTERPRISES,
INCORPORATED, d/b/a Nault's Honda,
a New Hampshire Corporation
(JFM-96-1774); JAMES MCKOANE
ENTERPRISES, INCORPORATED, a
California Corporation
(JFM-96-1915); HARDIN OLDSMOBILE,
d/b/a Hardin Honda, a California
Corporation (JFM-96-1838); RULE,
INCORPORATED, d/b/a Rule Honda, a
Virginia Corporation
(JFM-96-2757); COASTAL IMPORTS,
INCORPORATED, d/b/a Vista Honda
126 East, a California Corporation
(JFM-96-2758); INTERNATIONAL
AUTOMOBILES, INCORPORATED, a New
Jersey Corporation (JFM-96-2778);
PHILIP WINTER, an Oregon resident
(JFM-96-2716); FREDERICK H.
POWELL, (JFM-96-1489); POWELL'S
AUTO CENTER, INCORPORATED,
(JFM-96-1489); G. MARSHALL
BUTLER, (JFM-96-3447); M. BUTLER,
INCORPORATED, (JFM-96-3447); PHC
AUTOMOTIVE, INCORPORATED, a
Georgia Corporation
(JFM-96-3448); FIRST INTERNATIONAL
MOTORS INCORPORATED AND
SUCCESSOR IN INTEREST TO
D'IMPORTS, INCORPORATED, d/b/a D'
Honda, a California Corporation
(JFM-96-3743); PORTER CHEVROLET,
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                                 24
4444444444444444444444444444444444444444444444447
INCORPORATED, (JFM-96-3893);
CLARENCE B. SMAIL, an individual
(JFM-96-3932); JAMES A. SMAIL, an
individual (JFM-96-3932); BUD AND
JIM SMAIL, INCORPORATED, a
Pennsylvania Corporation
(JFM-96-3932); JOHNSON MOTOR
COMPANY, INCORPORATED, d/b/a
Johnson Honda-Nissan, an Ohio
corporation (JFM-96-726); D & C
CHEVROLET COMPANY, d/b/a D & C
Honda, a New Jersey Corporation in
case (JFM-96-3858); BILL RULE,
INCORPORATED, d/b/a Honda Nissan
of Covington, a Virginia
Corporation (JFM-96-4026);
WOODSON PONTIAC, INCORPORATED,
d/b/a Richard Woodson Honda, a
Virginia Corporation (JFM-97-186);
ALVIN'S ENTERPRISES, INCOPORATED,
d/b/a Alvin's Honda Sales, a
Pennsylvania Corporation
(JFM-97-201); COLONIAL LIMITED,
INCORPORATED, d/b/a Colonial
Honda; S & R AUTO SALES,
INCORPORATED, d/b/a Roger Miller
Honda of Huntington Beach, a
California Corporation; ROGER
MILLER IMPORTS, INCORPORATED,
d/b/a Roger Miller Acura of
Beverly Hills, a California
Corporation; BEVERLY HILLS R & R,
4444444444444444444444444444444444444444444444448
                               25
4444444444444444444444444444444444444444444444447
INCORPORATED, d/b/a Roger Miller
Honda of Beverly Hills; C.H.
JORGENSEN, d/b/a Jorgensen's Honda,
a corporation (JFM-97-1624);
YONKERS MOTORS CORPORATION,
d/b/a Yonkers Motors, a New York
Corporation (JFM-95-3271); JOY
LIBERT GELB, (JFM-95-3271)
Yonkers Motors Corporation; BILL
EDWARDS OLDSMOBILE,
INCORPORATED, a Virginia
Corporation (JFM-97-2945);
WILLIAM EDWARDS, SR.,
(JFM-97-2945); WILLIAM EDWARDS,
JR., (JFM-97-2945); KLEIN FOREMAN
MOTORS, INCORPORATED, d/b/a
Foreman Honda, a California
Corporation (JFM-97-852); FRAHM
HONDA, a California Corporation
(JFM-97-3006); GENE GABBARD,
INCORPORATED, d/b/a Gene Gabbard
Lincoln Mercury, d/b/a Gene
Gabbard's Stockton Lincoln
Mercury Honda, a California
Corporation (JFM-97-3224); GENE
GABBARD, (JFM-97-3224); JAMES
GABBARD, (JFM-97-3224); GARY
GABBARD, (JFM-97-3224); HARVEY
& MADDING, INCORPORATED, d/b/a
Dublin Honda, a California
Corportion (JFM-97-3212); HARVEY
& SONS, INCORPORATED, d/b/a
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                              26
4444444444444444444444444444444444444444444444447
Hayward Acura, a California
Corporation (JFM-97-3212); KEN
HARVEY, (JFM-97-3212); HARRY
CRAMER HONDA; STANFORD A.
CRAMER, individually in
JFM-97-1330; WPS, INCORPORATED,
d/b/a Honda Cars of Columbia,
JFM-97-1288; DOROTHY VAN
DALSEM, as Executrix of the Estate
of William M. Van Dalsem
(JFM-95-2716); COLONIAL LIMITED,
INCORPORATED, d/b/a Colonial
Honda, a California Corporation
(JFM-97-1136); BALISE MOTOR
SALES COMPANY, d/b/a Balise Honda,
a Massachusetts Corporation
(JFM-98-1286); BARR MOTORS,
INCORPORATED, d/b/a Barr Honda, a
Pennsylvania Corporation
(JFM-98-1299); STEVE HOPKINS,
INCORPORATED, a California
Corportion (JFM-98-1497); LARRY
HOPKINS, INCORPORATED, a California
Corporation (JFM-98-1497); STEVE
HOPKINS, a California resident
(JFM-98-1497); MENARD &
HOLMBERG, INCORPORATED, d/b/a
Menard & Holmberg Honda/Isuzu,
a Massachusettes Corporation
(JFM-98-933); PIONEER EDSEL SALES,
INCORPORATED, d/b/a Pioneer Honda,
Honda, a California corporation
(JFM-98-828); SOUTH CITY,
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                                27
4444444444444444444444444444444444444444444444447
INCORPORATED, d/b/a South City
Honda, a California Corporation
(JFM-98-1023); ED WITTMEIER
FORD, INCORPORATED, d/b/a
Wittmeier Honda, a California
Corporation (JFM-98-1025);
SHERWOOD IMPORTS, INCORPORATED,
d/b/a Sherwood Honda,
(JFM-98-1755); TAMAROFF BUICK,
INCORPORATED, d/b/a Tamaroff
Honda, (JFM-98-1756); LESLIE
SEGEL, an Oregon resident
(JFM-98-2315); SEGEL ENTERPRISES,
INCORPORATED, d/b/a Town &
Country Cadillac Oldsmobile
Honda, a California Corporation
(JFM-98-2315); FRANK MITCHELL,
JFM-98-2438; JAY MITCHELL, a
California resident (JFM-98-2438);
B-J MARCHESE MOTOR COMPANY, a
Pennsylvania Corporation
(JFM-98-2812); B.J. MARCHESE
HONDA, (JFM-98-2812); B. J.
MARCHESE, (JFM-98-2812);
MARSHALL CHEVROLET, VOLVO,
HONDA, INCORPORATED, a
Pennsylvania Corporation
(JFM-98-3821); HENRY C.
MARSHALL, individually
(JFM-98-3821); GLOBE AUTO
IMPORTS, d/b/a Globe Honda, a
Florida Corporation (JFM-98-4064);
JAMES MCFREDERICK, a Florida
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                                28
4444444444444444444444444444444444444444444444447
resident (JFM-98-4064); CALE
YARBOROUGH MOTORS OF SOUTH
CAROLINA, INCORPORATED, d/b/a Cale
Yarborough Honda-Mazda,
(JFM-98-1828); CALE YARBOROUGH
MOTORS OF GA, INCORPORATED, d/b/a
Cale Yarborough Honda,
JFM-98-1827; GOODWIN
VOLKSWAGEN, INCORPORATED, d/b/a
Goodwin Honda; ALAN L. STROUSE;
CLOVIS HONDA,
      Plaintiffs,

    v.

RICHARD H. BROOKS; STANLEY JAMES
CARDIGES; HUGH P COOPER; DENNIS
R. JOSLEYN; ROBERT N. RIVERS;
ROBERT A. MAZATELLI; EDWARD A.
TEMPLE; BLAKELY CONSULTANTS &
DEVELOPMENT, INCORPORATED; HONDA
MOTOR COMPANY, LTD.; RAYMOND
W. HOVSEPIAN; COMMONWEALTH
INSURANCE COMPANY; JOHN W.
BILLMYER; ROGER NOVELLY; RICHARD
DITARANTO; DOES 1-50; KOICHI
AMEMIYA; YOSHIDE MUNEKUNI; MARK
L. BENSON; DAMIEN C. BUDNICK;
DAVID L. PEDERSEN; THOMAS A.
CAULFIELD, a California Resident;
JOHN J. CONWAY, a New Jersey
4444444444444444444444444444444444444444444444448
                             29
4444444444444444444444444444444444444444444444447
Resident; LYON & LYON, a
California Partnership; ROLAND N.
SMOOT, a California Resident;
FREDERICK W. MEIS, JR., a Texas
Resident; FRANK PISANO, a Colorado
Resident; BEATRICE SIKORA; LARRY
C. FINLEY; PETER EPSTEEN; JOSEPH R.
HENDRICK, III, a North Carolina
Resident; ANGELO FALCONI, a
Pennsylvania Resident; CLIFF PECK;
JOHN ROSATTI; WILLIAM SCHUILING;
JOSEPH POPE, a California Resident;
SHAU WAI LAM, a New Jersey
Resident; HENRY KHACHATURIAN,
d/b/a Hank Torian, a California
Resident; MID PENINSULA MOTORS,
INCORPORATED, a California
Corporation; AUTO CAR,
INCORPORATED, a California
Corporation; EDGREN MOTORS,
INCORPORATED, a California
Corporation; MARTIN LUSTGARTEN;
DOES 1-100, inclusive; JOHN L.
HENDRICK, a North Carolina
Resident; HENDRICK AUTOMOTIVE
GROUP, a North Carolina
Corporation; DAH CHONG HONG,
LTD., a California Corporation; DAH
CHONG HONG TRADING CORPORATION,
a/k/a DCH, a New York
Corporation; HONDA NORTH
AMERICA, INCORPORATED; HENDRICK
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                                30
4444444444444444444444444444444444444444444444447
MANAGEMENT CORPORATION; L.L.L.
SALES COMPANY, INCORPORATED;
DCH (OXNARD) INCORPORATED;
DAVID MCDAVID; VINCENT PIAZZA;
SANTO GEORGE POLING; J.R.H.,
INCORPORATED; WILLIAM O.
MUSGRAVE; CHARLES V. RICKS;
WESH, INCORPORATED; CANYON
HONDA, a California Corporation;
CANYON ACURA, a California
Corporation; RICK HINES, an
individual; CORONA HONDA, a
California Corporation; DAVID
CONANT; VIRGINIA'S FIRST FAMILY OF
FINE CARS INCORPORATED, d/b/a
Brown Oldsmobile Honda Saab, a
Virginia Corporation; AL SHENG, an
individual; EARL PILCHER,
(JFM-96-3447); B.D.A. ENTERPRISES
CORPORATION, formerly known as
Town & Country Automotive,
Incorporated, a Georgia Corporation
(JFM-96-3448); BARRY ALEXANDER,
(JFM-96-3448); RICK HENDRICK, a
New Jersey Resident
(JFM-96-3858); LYON & LYON, a
California Partnership; ROLAND N.
SMOOT, a California Resident; NFI
INCORPORATED, a Corporation
(JFM-96-4026); BIRD, BETHEA,
JORDAN & GRIFFIN, P.A.; IRVING H.
LASEROW, JFM-95-2492 Metro Auto,
Incorporated; I.H. LASEROW AND
4444444444444444444444444444444444444444444444448
                                31
4444444444444444444444444444444444444444444444447
COMPANY, P.C., JFM-95-2493 Metro
Auto, Incorporated; EDWIN R.
TAYLOR; DOES 8-50; TASHA,
INCORPORATED; RICK HENDRICK
HONDA CARS COMPANY,
JFM-97-1288; TOWER H. LTD.; DCH
INVESTMENTS, INCORPORATED,
(California); CIVIC CENTER MOTORS,
LTD., d/b/a White Plains Honda, a
New York Corporation; 31-37
NORTH MOORE STREET CORPORATION;
RICK HEINZ, Hardin Oldsmobile
JFM-96-1838; PAUL T. BOHLANDER;
SUNSHINE HONDA; RICHARD H.
BROOKS; CLARENCE FINCHER; TETSUO
CHINO, former California Resident
and now residing in the Nation of
Japan; HENDRICK MANAGEMENT
COMPANY LIMITED PARTNERSHIP;
HENDRICK CORPORATION; HENDRICK
AUTOMOTIVE GROUP; HENDRICK
MANAGEMENT CORPORATION; THOMAS
DEL FRANCO; WILLIAM KUTCHERA;
JAMES A. THOMPSON, a Florida
Resident; LINDA LUSTGARTEN, a
Pennsylvania Resident; SCOTT
LUSTGARTEN, a Pennsylvania
Resident; CLASSIC AUTO GROUP,
INCORPORATED, a New Jersey
Corporation; SCOTT IMPORTS,
INCORPORATED, d/b/a Main Line
Honda, a Pennsylvania Corporation;
MARTIN NEWARK DEALERSHIPS,
INCORPORATED, d/b/a Martin Honda,
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                                 32
4444444444444444444444444444444444444444444444447
a Delaware Corporation; THE TED
STEVENS CAR COMPANY,
INCORPORATED, a California
Corporation; THEODORE J. STEVENS, a
California Resident; WHITE PLAINS
HONDA, a New York sole
proprietorship; PAUL SINGER; JOHN
D'ELIA,
      Defendants,

AMERICAN HONDA MOTOR COMPANY,
INCORPORATED,
    Defendant & Third Party Plaintiff,

     v.

LAWRENCE SILVER; SILVER & FIELD,
   Movants-Appellants,

     and

MIDDLETOWN MOTORS, INCORPORATED;
RICHARD CATENA; IMPORTS OF
FREEHOLD, INCOPORATED; GRAND
MOTOR CAR COMPANY,
INCORPORATED; R.C. CALDWELL
IMPORTS, INCORPORATED; DAVID
TRAINER; HOLLYWOOD IMPORTS
LIMITED; PLAZA MOTORS OF
BROOKLYN, INCORPORATED;
HEMPSTEAD MOTORS, LIMITED; NORTH
PALM IMPORTS, LIMITED; CRYTAL BAY
IMPORTS, LIMITED; PARAMUS WORLD
MOTORS, INCORPORATED; DARON
MOTORS, INCORPORATED; DCH
MOTORS, INCORPORATED; DCH
4444444444444444444444444444444444444444444444448
                        33
4444444444444444444444444444444444444444444444447
MANHATTAN; STEPHEN S. BIRD;
BETHEA, JORDAN & GRIFFIN, P.A.;
JOHN W. BILLMYER; S. JAMES
CARDIGES; ROBERT A. MAZZITELLI;
ROGER NOVELLY; DAMIEN C.
BUDNICK; DAVID L. PEDERSEN; MARK
L. BENSON; JOHN J. CONWAY;
CLARENCE FINCHER; JOHNNY R.
FINCHER; WILLIAM VINCE; WAYNE
VINCE; W. RODMAN RYAN; WILLIAM
LIA, JR.; DON LIA; DENNIS R.
JOSLEYN; HUGH P COOPER; ROBERT
N. RIVERS; FREDERICK W. MEIS, JR.;
BEATRICE SIKORA; WILLIAM
SCHUILING; DAVID TRAINOR; SANTO
GEORGE POLING; VINCENT RADLEY;
KAREN RADLEY; FRANK PISANO;
LARRY C. FINLEY; THOMAS A.
CAULFIELD; PETER EPSTEEN; HENDRICK
CORPORATION; ANGELO FALCONI; MID-
PENINSULA MOTORS, INCORPORATED;
AUTO CAR, INCORPORATED; EDGREN
MOTOR COMPANY; DON CARLTON;
RICHARD CATENA; JOHN ROSATTI;
DAH CHONG HONG, LTD.; L.L.L.
SALES COMPANY, INCORPORATED;
DCH (OXNARD) INCORPORATED;
RAYMOND HOVSEPIAN; IRVING H.
LASEROW; I.H. LASEROW AND
COMPANY, P.C.,
      Third Party Defendants.
4444444444444444444444444444444444444444444444448

        Appeals from the United States District Court
         for the District of Maryland, at Baltimore.
              J. Frederick Motz, District Judge.
                     (CA-95-1069-MDL)

                             34
                    Argued: September 25, 2002

                     Decided: January 17, 2003

                Before TRAXLER, Circuit Judge,
             HAMILTON, Senior Circuit Judge, and
   Claude M. HILTON, Chief United States District Judge for the
        Eastern District of Virginia, sitting by designation.

____________________________________________________________

Affirmed by published opinion. Senior Judge Hamilton wrote the
opinion, in which Chief Judge Hilton joined. Judge Traxler wrote a
dissenting opinion.

____________________________________________________________

                              COUNSEL

ARGUED: Paul Mogin, WILLIAMS & CONNOLLY, L.L.P., Wash-
ington, D.C., for Appellants. James Patrick Ulwick, KRAMON &
GRAHAM, P.A., Baltimore, Maryland, for Appellees. ON BRIEF:
Barry S. Simon, Joseph M. Terry, WILLIAMS & CONNOLLY,
L.L.P., Washington, D.C.; Herbert J. Patt, ANDRES & ANDRES,
Santa Ana, California, for Appellants.

____________________________________________________________

                              OPINION

HAMILTON, Senior Circuit Judge:

    The United States District Court for the District of Maryland
enjoined a husband and wife, both citizens of California, from seeking
enforcement of a multi-million dollar arbitration award for legal mal-
practice that the couple had obtained in California against their former
attorney, who was also a citizen of California. In entering its injunc-
tion (the Injunction), the district court relied upon the All Writs Act,
28 U.S.C. § 1651(a), which provides that "[t]he Supreme Court and
all courts established by Act of Congress may issue all writs neces-
sary or appropriate in aid of their respective jurisdictions and agree-

                                  35
able to the usages and principles of law." Id. The district court
believed the Injunction was necessary "to protect the integrity of [its]
processes and prevent the Honda [multi-district litigation] proceed-
ings [that had been before it] from being used for an improper pur-
pose . . . ." In re: American Honda Motor Co., Inc. Dealerships
Relations Litig., 162 F. Supp. 2d 387, 396 (D. Md. 2001).

    The couple are parties to a multi-district litigation (MDL) settle-
ment agreement that was formally approved by the district court and
over which the district court expressly retained exclusive jurisdiction
to rule upon interpretive questions. The district court found the couple
had intentionally misled the California arbitrator about the actual
nature of the MDL proceedings, and that the couple had knowingly
and intentionally pressed an argument before the arbitrator that neces-
sarily required the arbitrator to resolve a significant interpretive ques-
tion involving substantive provisions of the MDL settlement
agreement.

   For reasons that follow, we affirm the district court's order entering
the Injunction.

                                   I.

    The couple to which we have just referred are Ruth and Roger Mil-
ler (the Millers).1 At the end of 1986, the Millers purchased Hunting-
ton Beach Honda Automobile Dealership, partly through owner
financing. The Millers later defaulted on their financing obligations
under the purchase deal, and as a result, the widow of one of the two
former owners of the dealership filed a civil action against the Millers
in California state court in March 1994 (the 1994 State Court Action).
The Millers, who were not then represented by legal counsel, filed a
cross-complaint, and joined the widow of the other former owner as
a defendant on the cross-complaint.
____________________________________________________________
   1
     Many of the facts set forth in this opinion are taken directly from the
district court's memorandum opinion of August 24, 2000. In re: Ameri-
can Honda, 162 F. Supp. 2d at 388-90. Where facts are disputed, we will
so state.

                                   36
    In July 1994, California attorney Lawrence Silver (Silver) under-
took legal representation of the Millers in the 1994 State Court
Action. In this regard, Silver and the Millers entered into a retain-
er/fee agreement for legal services, under which Silver and the Mill-
ers agreed that any disputes between them "shall be subject to
mandatory arbitration." (J.A. 587).

    In April 1995, Silver filed an amended cross-complaint on behalf
of the Millers naming American Honda Motor Company, Incorpo-
rated (American Honda) as a defendant, asserting claims against the
company under the Racketeer Influenced and Corrupt Organizations
Act (RICO), 18 U.S.C. § 1961 et seq., and under California common
law. All such claims arose from the Honda bribery scandal that even-
tually became the subject of the MDL proceedings before the district
court in Maryland (the Honda MDL Proceedings).2 The crux of the
bribery scandal was that Honda received kickbacks and bribes from
certain Honda dealerships throughout the United States in return for
increased allocations of selective new cars.

    American Honda filed a demurrer to the RICO claim in the Mill-
ers' amended cross-complaint, in the 1994 State Court Action, on the
ground that the Millers had failed to plead legally sufficient damages
under RICO. The demurrer was sustained without leave to amend, but
without prejudice to the Millers' ability to file a motion to reconsider
the court's decision denying leave to amend. In accordance with this
order, Silver, on behalf of the Millers, filed a motion for reconsidera-
tion, which was denied.

    The relationship between the Millers and Silver subsequently dete-
riorated, and after the Millers threatened to assert claims for legal
malpractice against Silver, Silver withdrew his appearance as counsel
for the couple in the 1994 State Court Action. Thereafter, against Sil-
ver's advice, the Millers voluntarily dismissed their remaining claims
in the 1994 State Court Action and refiled them in the United States
District Court for the Central District of California. The Millers'
claims were then transferred to the district court (for the District of
Maryland) as part of the Honda MDL Proceedings. Once the Millers'
____________________________________________________________
    2
      We refer to American Honda Motor Company, Incorporated and its
affiliates collectively as "Honda" throughout this opinion.

                                  37
claims became part of the Honda MDL Proceedings, Honda moved
to dismiss them on the basis that the Millers' voluntary dismissal of
those same claims in the 1994 State Court Action constituted dis-
missal with prejudice.

    The law firm of Duane, Morris & Heckscher (Duane/Morris) repre-
sented the Millers as well as several other plaintiffs in the Honda
MDL Proceedings. Members of Duane/Morris served on the plain-
tiffs' executive committee, and the Millers personally participated in
the settlement approval process. Ultimately, the Millers opted to
accept the settlement agreement which concluded the Honda MDL
Proceedings. Hereafter, we will refer to this settlement agreement as
"the MDL Settlement Agreement." Under the MDL Settlement
Agreement, the Millers received the largest amount of damages of
any dealership—$6.32 million. But according to the district court's
memorandum opinion that accompanied its injunction order presently
under review, $6.32 million "was $1 million too high under the allo-
cation formula that was used in determining the amounts to be paid
to settling class members." In re: American Honda, 162 F. Supp. 2d
at 389. In this regard, the district court explained as follows:

         The formula contemplated that each dealer would be paid
         $4,000 for each car which, as determined by a regression
         analysis, the dealer had not received because of the bribery
         scheme. Some dealers, like the Millers, purchased their
         dealership during the class period, and were entitled to com-
         pensation only for those cars that were apportioned under
         the settlement formula to the dealership after the date of
         their purchase. This apportionment ordinarily was easy to
         accomplish because—apparently in all cases other than the
         Millers—Honda assigned a new dealer number when the
         dealership changed hands. The Millers, however, were given
         the same dealer number as their predecessors and therefore
         received an apportionment of all of the cars to which their
         dealership was entitled in 1986 despite the fact that they did
         not purchase the dealership until mid-December of that year.
         This resulted in a misapportionment to them of 250 cars,
         which in turn resulted in an excess recovery of $1 million.
         The error apparently was known both to the Millers and

                                  38
          Duane/Morris when the Millers decided to accept the MDL
          settlement.

Id. at 389-390 (emphasis added).

   In March 1997, the Millers sued Silver for legal malpractice in Cal-
ifornia state court. The Millers alleged that Silver had acted negli-
gently in the 1994 State Court Action. The parties subsequently
agreed that the malpractice action would be dismissed without preju-
dice and that the statute of limitations would be tolled until April
1999.

     On October 9, 1998, the district court entered its "Order of Final
Settlement Approval and Judgment of Dismissal of Settled Claims"
in connection with the MDL Proceedings.3 In this order, the district
court formally approved the MDL Settlement Agreement. In so
approving, the district court expressly found that the total amount of
settlement to be paid the plaintiffs' class under the MDL Settlement
Agreement was "fair, reasonable, and adequate, and in the best inter-
ests of [the] Plaintiff[s'] Class as a whole." (J.A. 548). Likewise, the
district court found that the plan of distribution to individual class
members under the MDL Settlement Agreement was "fair and reason-
able, [and] is in the best interest of the Plaintiff[s'] settlement class
. . . ." (J.A. 550). Of significant relevance in the present appeal, the
district court's Settlement Approval Order states that the district court
"shall have and retain exclusive jurisdiction with respect to (i) imple-
mentation, interpretation and enforcement of the Settlement Agree-
ment; (ii) supervision, allocation and distribution of the settlement
fund; and (iii) any applications or disputes concerning attorneys' fees,
costs, and expenses which may arise." (J.A. 551).

    After the district court entered its Settlement Approval Order, Sil-
ver filed a notice of lien in the district court against the Millers' share
of the settlement proceeds. Silver based his lien upon his claim that
he deserved compensation for the work that he had performed for the
Millers in the 1994 State Court Action.
____________________________________________________________
   3
     Hereafter, we will refer to the district court's "Final Order of Settle-
ment Approval and Final Judgment of Dismissal of Settled Claims" as
"the district court's Settlement Approval Order."

                                   39
   On the eve of expiration of the tolling agreement between the Mill-
ers and Silver, the Millers filed a malpractice action against Silver in
California state court (the 1999 State Court Action). In their com-
plaint, the Millers acknowledged that they had partially mitigated
their damages through the MDL Settlement Agreement. Nevertheless,
the Millers alleged that but for Silver's negligence, they would have
recovered an additional $7 million in connection with the Honda brib-
ery scheme. Silver filed a counterclaim for approximately $1.8 mil-
lion in attorney's fees.

   Silver next made a motion before the district court requesting that
the district court adjudicate the merits of his lien against the Millers'
share of the proceeds under the MDL Settlement Agreement. He con-
comitantly requested that the district court adjudicate the merits of the
Millers' malpractice claim against him pending in the 1999 State
Court Action and his counterclaim for attorney's fees in the same
action.

    The Millers vehemently opposed the motion on the ground that
California state law issues would predominate in their dispute with
Silver. Notably, as found by the district court, the Millers did not dis-
close before the district court that they intended to assert a legal mal-
practice theory in the 1999 State Court Action that would require an
intimate knowledge of the legal issues involved in the Honda MDL
Proceedings and the MDL Settlement Agreement. They also did not
disclose before the district court that they intended to argue in such
action that the damages they were seeking from Silver were distinct
from the damages due them under the MDL Settlement Agreement.

    Based upon the Millers' representation that issues of California
state law would predominate in all of the disputes between themselves
and Silver, the district court initially declined to exercise jurisdiction
to adjudicate the merits of Silver's lien against the settlement pro-
ceeds due the Millers under the MDL Settlement Agreement, as well
as the merits of the Millers' malpractice claim against Silver in the
1999 State Court Action and his counterclaim for attorney's fees.

    Having lost his motion to have the district court adjudicate the mer-
its of his malpractice/fee dispute with the Millers, Silver relied upon
the mandatory arbitration provision in the retainer/fee agreement

                                   40
between himself and the Millers to move in the 1999 State Court
Action for mandatory arbitration. The California state court granted
the motion.

    The arbitration, which lasted a total of fifteen days, took place in
California before a retired California state court judge. A key issue in
the arbitration was whether, but for Silver's alleged negligence, the
Millers would have obtained a greater recovery from American
Honda in the 1994 State Court Action than they did under the MDL
Settlement Agreement. Of relevance on appeal, the Millers contended
that, if their case had been handled properly, they would have recov-
ered $7,475,000 in so-called "blue sky damages" from American
Honda for having greatly overpaid for goodwill at the time they pur-
chased their dealership. The Millers denied before the arbitrator that
the MDL Settlement Agreement compensated them for such "blue sky
damages." The Millers referred to the damages due them under the
MDL Settlement Agreement as "allocation damages." According to
the Millers, these damages only compensated them for their lost prof-
its as a result of not receiving their fair allocation of automobiles from
Honda.

    On January 10, 2001, the arbitrator issued an award heavily in
favor of the Millers. Finding that the MDL Settlement Agreement did
not compensate the Millers at all for the amount they had overpaid in
goodwill when they purchased their dealership, the arbitrator awarded
the Millers $7,475,000 as damages for such overpayment.4 The arbi-
trator declined to award the Millers any amount of "allocation dam-
ages" on the basis that the Millers were awarded an adequate amount
of "allocation damages" under the MDL Settlement Agreement. The
arbitrator ruled against Silver on his counterclaim for attorney's fees.
In a supplemental award issued at a later date, the arbitrator awarded
the Millers $871,474.96 in attorney's fees in connection with their
prosecution of their malpractice claim.
____________________________________________________________
   4
    The arbitrator also awarded the Millers $475,567.51 in damages for
malpractice on the part of Silver that was not directly related to Silver's
representation of the Millers with respect to their claims arising from the
Honda bribery scheme.

                                   41
    After issuance of the arbitration award, Silver filed a motion in the
Maryland district court for reconsideration of the district court's deci-
sion not to adjudicate the merits of his malpractice/fee dispute with
the Millers. Silver also sought a permanent injunction to enjoin the
Millers from enforcing their arbitration award in California state
court. The parties fully briefed and argued the motion before the dis-
trict court, and the Millers agreed not to seek judicial enforcement of
their arbitration award pending a decision by the district court.

    On August 24, 2001, the district court issued an order and memo-
randum opinion granting Silver's motion and permanently enjoining
the Millers from enforcing their arbitration award to the extent that it
awarded them $7,475,000 for so-called "blue sky damages." In re:
American Honda, 162 F. Supp. 2d at 387-396. The district court also
enjoined the Millers from enforcing the supplemental award of attor-
ney's fees with the proviso that the Millers had the opportunity to file
a motion with the district court for a determination regarding the
amount of attorney's fees and costs that they had incurred in the arbi-
tration proceedings in connection with their "blue sky damages"
claim. Id. at 396. The district court ruled that after determining such
amount, it would modify the Injunction to permit the Millers to
enforce the remaining portion of the supplemental award. Id.

    Because we review on appeal the district court's entry of the
Injunction for abuse of discretion, In re March, 988 F.2d 498, 500
(4th Cir. 1993), we will next set forth the district court's expressed
reasons for entering the Injunction. The district court began the analy-
sis portion of its August 24, 2001 memorandum opinion by setting
forth the Millers' first theory as to why the district court should not
enter the Injunction. In this regard, the district court stated as follows:

            The theory espoused by the Millers during the arbitration
          proceedings in support of their claim for blue sky damages
          was relatively straightforward. According to the Millers,
          [the judge in the 1994 State Court Action] had sustained
          Honda's demurrer in the litigation . . . because Silver had
          misplead RICO damages by not claiming "concrete financial
          loss" as required by the decision in Sheperd v. American
          Honda Motor Co., 822 F. Supp. 625 (N.D. Cal. 1993). Fur-
          ther, according to the Millers, Silver knew how to plead

                                   42
          damages properly because in the case of Austin Motors v.
          American Honda, which he filed on behalf of other clients
          in the Central District of California and which was trans-
          ferred here as a part of the MDL proceedings, I overruled
          a motion to dismiss filed by the Honda defendants on
          Sheperd grounds. The sustaining of the demurrer in the Cali-
          fornia case led to the Millers' decision to dismiss that
          action. That dismissal, in turn, led to the motion to dismiss
          the Millers' claims filed by Honda in this court. Honda's
          motion was still pending before me when the MDL settle-
          ment was reached, and the Millers assert that their fear that
          I would grant the motion lead them to accept the settlement
          instead of opting out. Finally, they contend, that if they had
          opted out, they would have pursued their case against Honda
          and received both the allocation damages they received as
          part of the MDL settlement and the blue sky damages they
          allegedly suffered as a result of having overpaid for their
          dealership.

In re: American Honda, 162 F. Supp. 2d at 390-91 (footnote omitted).

   The district court identified what it believed to be five flaws in the
Millers' causation theory. The first flaw the district court identified
was that no one familiar with the Honda bribery scheme litigation
could reasonably conclude that Silver's alleged malpractice in not
pleading RICO damages properly in the 1994 State Court Action is
what caused the state court judge to sustain Honda's demurrer. The
second flaw the district court identified was that even assuming that
Silver misplead the RICO damages in the 1994 State Court Action,
that misfeasance was not the precipitating event which allegedly
placed the Millers on the horns of a dilemma in deciding whether to
accept the MDL Settlement Agreement. Rather, the district court rea-
soned, "their predicament was caused by their voluntary dismissal of
the California action after Silver no longer represented them and
against his advice." Id. at 392.

   The third flaw the district court identified in the Millers' causation
theory was that, to the extent the Millers prompted the arbitrator to
award them so-called "blue sky damages" by arguing that such dam-
ages were something different than "allocation damages," the Millers

                                   43
caused the arbitrator to usurp the district court's exclusive jurisdiction
to interpret the MDL Settlement Agreement. With regard to the merits
of the interpretive issue itself, the district court held that the Millers'
argument was off the mark, reasoning as follows:

          As I have earlier indicated, the blue sky damages award was
          intended to compensate the Millers for overpaying . . . for
          the goodwill of their dealership. Goodwill had been calcu-
          lated for purposes of the purchase agreement as a multiple
          of the dealership's prior earnings. Its value was found by the
          arbitrator to have been inflated because the earnings on
          which it was based were themselves inflated by the sale of
          cars that had been allocated to the dealership by corrupt
          Honda executives in return for bribes that [the previous
          owners] had paid. Although the damage for overpayment of
          goodwill is somewhat conceptually different from damages
          that the Millers suffered by misallocation of automobiles to
          them after they had purchased the dealership, the two types
          of damage are economically interrelated. From one perspec-
          tive, the recovery the Millers received through the MDL set-
          tlement for automobiles they should have received but for
          the bribery scheme substantially compensated them for the
          full revenue stream for which they had paid when they pur-
          chased the dealership. In any event, economics aside, the
          settlement agreement in the MDL settlement defined "allo-
          cation claims" to encompass "any claim, allegation or asser-
          tion arising in any way from the allocation or distribution of
          Honda automobiles . . . ." Under this definition the blue sky
          damages the Millers received in the arbitration proceeding
          clearly were not distinct from, but one of the aspects of,
          allocation damages.

Id. at 393 (second ellipses in original).

    The fourth flaw the district court identified in the Millers' causa-
tion theory was that the Millers received $1 million more under the
MDL Settlement Agreement than they were actually entitled to for
allocation damages as the Millers restrictively define it, yet the Mill-
ers failed to disclose such overpayment to the arbitrator. The fifth and
final flaw in the Millers' causation theory identified by the district

                                   44
court was that in awarding the Millers so-called "blue sky damages,"
the arbitrator made a speculative assumption that the Millers would
have recovered "blue sky damages" in state court if they had not
accepted the MDL Settlement Agreement.

    The district court next addressed the Millers' argument that how-
ever great the injustice their fallacious arguments in the arbitration
proceeding may have created, the district court was powerless to rem-
edy it because of the strong federal policy in favor of arbitration, and
because the district court lacked jurisdiction to review an arbitration
award entered in a California state proceeding. In response, the dis-
trict court acknowledged that the general propositions of law upon
which the Millers relied were sound, but stressed that this case "turns
not upon general principles but on its particulars." Id. at 395. The dis-
trict court then went on to state:

          Were I not to grant relief to Silver, I would be permitting the
          MDL proceedings over which I presided to become a vehi-
          cle for the commission of a substantial injustice. The Millers
          actively participated, both through their counsel and in a pro
          se capacity, in the MDL proceedings. They received a sub-
          stantial settlement from it, including $1 million more than
          they were entitled to under the allocation formula. They
          knew that in order to approve the settlement, I would have
          to find that it was "fair, adequate and reasonable" for all
          members of the class, including persons, such as them-
          selves, who had allegedly overpaid for their dealerships
          because of the bribes paid by their predecessors. They never
          disclosed at the time they accepted the settlement their own
          view that the settlement was, in fact, unfair, inadequate, and
          unreasonable because it did not compensate them and simi-
          larly situated class members for their blue sky damages. Nor
          did they reveal that they were reserving their right to pursue
          such a claim against their former attorney.

           Moreover, when opposing Silver's original motion
          requesting that I exercise jurisdiction over this dispute, the
          Millers misrepresented that issues of state law would pre-
          dominate in resolution of the dispute. They did not disclose
          that they would be asserting in the arbitration proceeding a

                                  45
          legal malpractice theory that would require an intimate
          knowledge of the legal issues involved in the Honda MDL
          proceedings. They also did not reveal that one of the conten-
          tions they intended to make in the arbitration proceeding
          was that the blue sky damages they were seeking were dis-
          tinct from the allocation damages they had recovered in the
          MDL settlement. Resolution of that issue involved interpre-
          tation of the MDL settlement agreement and, as the Millers
          knew, the settlement agreement conferred exclusive juris-
          diction upon this court to interpret its terms.

            Most importantly, for the reasons I have previously
          stated, the Millers made arguments before the arbitrator
          about the Honda-related litigation that were so totally with-
          out merit that they can only be characterized as untrue. They
          also withheld from the arbitrator that they received $1 mil-
          lion for 250 cars apportioned to them before they purchased
          their dealership.

Id. at 395-96. In a footnote, the district court added that it was enjoin-
ing the arbitration award "not because of any mistake [the arbitrator]
made but because the Millers had no right to make before him the
deceptive arguments they did, misrepresenting what had occurred
during the Honda bribery litigation." Id. at 395 n.7.

    To summarize, the district court viewed "the global settlement of
the claims arising from the Honda bribery scheme [ ]as an asset, both
financial and judicial in nature, created under the auspices of the
MDL proceedings." Id. at 396. The district court believed that
"[t]hose who accepted its benefits have no right to obtain further
recovery (either from Honda or any third parties) by misrepresenting
to another tribunal that which led to its accomplishment." Id. at 396.
The district court found that "[t]his is what the Millers have done."
Id.

   Based upon its findings of misconduct by the Millers and the usur-
pation of its exclusive jurisdiction to resolve interpretative questions
under the MDL Settlement Agreement, the district court expressly
invoked the All Writs Act, 28 U.S.C. § 1651(a), to enter the Injunc-
tion. According to the district court, such invocation was necessary

                                   46
"to protect the integrity of [its] processes and prevent the Honda MDL
proceedings from being used for an improper purpose . . . ." Id. at
396.

    This timely appeal by the Millers followed in which the Millers
challenge the Injunction on the ground that the district court lacked
the authority to enter it. Also, Silver has filed a cross-appeal on the
ground that the district court erred by declining to adjudicate the mer-
its of his lien on the Millers' portion of the settlement funds.

                                  II.

   The overarching question presented in this appeal is whether the
All Writs Act, 28 U.S.C. § 1651(a), gives a federal district court
authority to enjoin judicial enforcement of an arbitration award,
issued pursuant to state arbitration procedures, when: (1) the underly-
ing arbitration resolved an issue over which the district court retained
exclusive jurisdiction to resolve pursuant to an order by that district
court approving a settlement agreement in MDL proceedings over
which the district court possessed subject matter jurisdiction; and (2)
the parties enjoined engaged in misconduct before the district court
and the arbitrator in connection with the subject of the injunction.5
We begin our resolution of this question by setting forth the actual
language of the All Writs Act and the established jurisprudence sur-
rounding it.

   The All Writs Act, 28 U.S.C. § 1651(a), provides that "[t]he
Supreme Court and all courts established by Act of Congress may
____________________________________________________________
    5
      We note that the district court's August 24, 2001 memorandum opin-
ion identifies several issues regarding the merits of the Millers' malprac-
tice claim about which the district court disagreed with the arbitrator's
resolution. However, with one exception, we do not read such memoran-
dum opinion to establish that the district court entered the Injunction
because it disagreed with the arbitrator's resolution of the merits of the
Millers' malpractice claim. The one exception is the arbitrator's resolu-
tion of the interpretive question under the MDL Settlement Agreement
pertaining to the nature of the damages covered by that agreement, which
interpretive question the district court retained exclusive jurisdiction to
resolve pursuant to its Settlement Approval Order.

                                  47
issue all writs necessary or appropriate in aid of their respective juris-
dictions and agreeable to the usages and principles of law." Id.
Although the All Writs Act does not independently confer subject
matter jurisdiction on federal courts, Syngenta Crop Protection, Inc.
v. Henson, 123 S. Ct. 366, 370 (2002), it does "authorize a federal
court `to issue such commands . . . as may be necessary or appropriate
to effectuate and prevent the frustration of orders it has previously
issued in its exercise of jurisdiction otherwise obtained,'" Pennsylva-
nia Bureau of Corr. v. United States Marshals Serv., 474 U.S. 34, 40
(1985) (quoting United States v. New York Tel. Co., 434 U.S. 159,
172 (1977)). Such authorization, however, does not control "[w]here
a statute specifically addresses the particular issue at hand . . . ."
Pennsylvania Bureau of Corr., 474 U.S. at 43. For example, a party
"may not, by resorting to the All Writs Act, avoid complying with the
statutory requirements for removal" of a case in state court to federal
court. Syngenta Crop Protection, Inc., 123 S. Ct. at 370.

   Here, the district court enjoined the Millers from enforcing that
portion of the arbitration award relating to their so-called "blue sky
damages" in large measure to protect its exclusive jurisdiction to
resolve interpretive questions under the MDL Settlement Agreement.
The district court was also moved to action by its desire to rectify the
injustice the district court found the Millers had perpetrated by engag-
ing in misconduct in order to defeat such jurisdiction. We find no
abuse of discretion in this regard.6

   The district court's possession of subject matter jurisdiction over
the claims of the Plaintiffs' Class in the MDL Proceedings is not in
dispute.7 Neither is it disputed that, pursuant to the district court's Set-
tlement Approval Order, the district court retained exclusive jurisdic-
tion to interpret the terms of the MDL Settlement Agreement should
any dispute over its meaning arise. The record in this case leaves no
____________________________________________________________
   6
     As previously stated, we review the district court's entry of the
Injunction for abuse of discretion. In re: March, 988 F.2d at 500.
   7
     The class action complaint in the MDL Proceedings raised claims
under several federal statutory sections and state law. Thus, the district
court possessed subject matter jurisdiction over the MDL Proceedings
under the federal question statute and the supplemental jurisdiction stat-
ute. 28 U.S.C. §§ 1331, 1367(a).

                                   48
doubt that one of the key issues before the arbitrator was whether the
MDL Settlement Agreement compensated the Millers for the inflated
portion of the purchase price of their dealership attributable to the
misallocation of Honda automobiles prior to their purchase of such
dealership. Indeed, in order to establish the damages element of their
legal malpractice claim against Silver, the Millers had to prove that
but for Silver's malpractice, they would have recovered the inflated
portion of the purchase price of their dealership attributable to the
misallocation of Honda automobiles prior to their purchase of such
dealership. Coscia v. McKenna & Cueno, 25 P.3d 670, 672 (Ca.
2001) ("In a legal malpractice action arising from a civil proceeding,
the elements are (1) the duty of the attorney to use such skill, pru-
dence, and diligence as members of his or her profession commonly
possess and exercise; (2) a breach of that duty; (3) a proximate causal
connection between the breach and the resulting injury; and (4) actual
loss or damage resulting from the attorney's negligence.").

    Whether the Millers had already received full or partial compensa-
tion for the inflated portion of the purchase price of their dealership
attributable to the misallocation of Honda automobiles prior to their
purchase of such dealership undeniably raised an interpretive question
under the MDL Settlement Agreement. Specifically, the Millers'
argument regarding "blue sky damages" versus "allocation damages"
raised an interpretive question regarding what damages the Millers
received for their "allocation claims" under the MDL Settlement
Agreement. However, in flagrant disregard of the district court's
exclusive jurisdiction to resolve such interpretative question, the Mill-
ers argued before the arbitrator that they were not compensated under
the MDL Settlement Agreement for what they termed "blue sky dam-
ages." Accordingly, under all of the facts and circumstances that we
have just outlined, we have no hesitancy in concluding that the
Injunction was necessary to prevent direct frustration of the district
court's Settlement Approval Order, for which the district court unde-
niably possessed subject matter jurisdiction to issue.8 We also have no
____________________________________________________________
   8
     My dissenting colleague writes that "there is simply no reason to
believe the MDL settlement order would be undermined by the enforce-
ment of the arbitration award against Silver." Post at 58. Quite to the
contrary, enforcement of the arbitration award against Silver would allow

                                 49
trouble in concluding that the Injunction was necessary to cure the
injustices created by the Millers through their abuse of the MDL pro-
cess.

    The Millers argue that, assuming arguendo the validity of these
conclusions, the district court still abused its discretion in entering the
Injunction because the Injunction did not meet any of the statutory
requirements of the Anti-Injunction Act, 28 U.S.C. § 2283. Syngenta
Crop Protection, Inc., 123 S. Ct. at 370 (a party may not, by resorting
to the All Writs Act, avoid compliance with the requirements of a
statute that specifically addresses the particular issue at hand).

    The Anti-Injunction Act prohibits a federal court from enjoining
"proceedings" in a state court "except as expressly authorized by Act
of Congress, or where necessary in aid of its jurisdiction, or to protect
or effectuate its judgments." 28 U.S.C. § 2283. This prohibition
extends to indirect injunctions against parties. Atlantic Coast Line
R.R. Co. v. Brotherhood of Locomotive Eng'rs, 398 U.S. 281, 287
(1970) ("It is well settled that the prohibition of § 2283 cannot be
evaded by addressing the order to the parties or prohibiting utilization
of the results of a completed state proceeding."). For purposes of the
Anti-Injunction Act, the term "proceedings" includes "all steps taken
or which may be taken in the state court or by its officers from the
institution to the close of the final process." Hill v. Martin, 296 U.S.
393, 403 (1935).
____________________________________________________________

the Millers to recover money damages based upon an arbitrator's inter-
pretation of the term "allocation claim" under the MDL Settlement
Agreement, the existence of which interpretation is in direct contraven-
tion of the exclusive jurisdiction of the district court to resolve interpre-
tive questions under the MDL Settlement Agreement, as expressly
provided in the Settlement Approval Order. The obvious purpose of the
district court retaining exclusive jurisdiction to resolve interpretive ques-
tions under the MDL Settlement Agreement is to require, in the interests
of fairness and justice, that all parties to the MDL Settlement Agreement
be bound by the same interpretation of its terms. Under this circum-
stance, the undermining of the Settlement Approval Order by enforce-
ment of the arbitration award against Silver is self-evident.

                                   50
    For over two-hundred years, the Anti-Injunction Act "has helped to
define our nation's system of federalism." Employers Res. Mgmt. Co.,
Inc. v. Shannon, 65 F.3d 1126, 1130 (4th Cir. 1995). The three excep-
tions to the Anti-Injunction Act's prohibition against enjoining state
court proceedings "are construed narrowly, . . . and are not [to] be
enlarged by loose statutory construction." Id. (internal quotation
marks omitted) (alteration in original). The "necessary in aid of its
jurisdiction" exception to the Anti-Injunction Act is widely under-
stood to apply most often when a federal court was the first in obtain-
ing jurisdiction over a res in an in rem action and the same federal
court seeks to enjoin suits in state courts involving the same res. In
re: Prudential Ins. Co. of Am. Sales Practice Litig., 261 F.3d 355, 365
(3d Cir. 2001); 17 Charles Alan Wright, Arthur R. Miller, and
Edward H. Cooper, Federal Practice and Procedure 2d, § 4225 (2d
ed. 1988). However, support for a broader application of the "neces-
sary in aid of its jurisdiction" exception can be found in the Supreme
Court's statement that both this exception and the third exception to
the Anti-Injunction Act allow federal injunctive relief against state
court proceedings where it is "necessary to prevent a state court from
so interfering with a federal court's consideration or disposition of a
case as to seriously impair the federal court's flexibility and authority
to decide that case." Atlantic Coast Line R.R. Co., 398 U.S. at 295.
And as some legal scholars have pointed out, "[t]here have been some
signs of such flexibility in the recent cases." Federal Practice and
Procedure 2d § 4225 at 531.

   The most prominent area of such flexibility is school desegregation
cases. "In the school desegregation area the federal court typically
takes a controversy in hand, modifying its orders as need be from
time to time, and it has been held that the court can enjoin state pro-
ceedings that would interfere with the federal court's continuing juris-
diction." Id. Indeed, in a school desegregation case, we have relied
upon the "necessary in aid of its jurisdiction" exception to the Anti-
Injunction Act in upholding an injunction restraining a state court
suit: (1) in which the plaintiffs claimed that the school board was dis-
criminating against white children with respect to the statutory stan-
dards applicable to exceptionally talented children; and (2) where
plaintiffs' claims could not be separated from the order previously
entered by the district court. Swann v. Charlotte-Mecklenburg Bd. of
Educ., 501 F.2d 383 (4th Cir. 1974). Especially relevant to the appeal

                                  51
before us is the fact that, in the multi-district litigation area, some
courts have permitted injunctions against parallel state court proceed-
ings under the "necessary in aid of its jurisdiction" exception where
such state court proceedings threatened to frustrate multi-district liti-
gation proceedings and disrupt the orderly resolution of those pro-
ceedings. In re: Prudential Ins. Co. of Am. Sales Practice Litig., 261
F.3d at 365 (collecting cases); Winkler v. Eli Lilly & Co., 101 F.3d
1196, 1202 (7th Cir. 1996) (collecting cases) ("We agree that the nec-
essary in aid of jurisdiction exception [to the Anti-Injunction Act]
should be construed to empower the federal court to enjoin a concur-
rent state proceeding that might render the exercise of the federal
court's jurisdiction nugatory." (internal quotation marks omitted)).

    The "to protect or effectuate its judgments," language of the Anti-
Injunction Act has come to be known as "the relitigation exception"
to the Anti-Injunction Act. According to the Supreme Court, "[t]he
relitigation exception was designed to permit a federal court to pre-
vent state litigation of an issue that previously was presented to and
decided by the federal court. It is founded in the well-recognized con-
cepts of res judicata and collateral estoppel." Chick Kam Choo v.
Exxon Corp., 486 U.S. 140, 147 (1988). An injunction may issue
under the relitigation exception only if the claims or issues subject to
the injunction have actually been decided. Id. at 148 (stating that the
court must look to what the previous order "actually said" and may
not "render a post hoc judgment as to what the order was intended to
say"); LCS Servs., Inc. v. Hamrick, 925 F.2d 745, 749 (4th Cir. 1991)
("a complainant seeking to avail himself of the relitigation exception
to the [Anti-Injunction] statute must make a strong and unequivocal
showing of relitigation of the same issues") (internal quotation marks
omitted).

   Because the Millers failed to argue below that the Injunction did
not fall within one of the express exceptions to the Anti-Injunction
Act, we are constrained to review any alleged error on the part of the
district court with respect to the Anti-Injunction Act under the plain
error standard of review. In re: Celotex Corp., 124 F.3d 619, 630-31
(4th Cir. 1997) (adopting plain error standard of review used in crimi-
nal cases, as set forth in United States v. Olano, 507 U.S. 725 (1993),
for application in civil cases). Under the plain error standard of
review, we may only exercise our discretion to correct a forfeited

                                  52
error, if we: (1) find error; (2) find the error is plain; (3) find the error
affects the substantial rights of the party or parties alleging the error;
and (4) after examining the particulars of the case, we find the error
seriously affects the fairness, integrity or public reputation of judicial
proceedings. Id. at 630-31.

    Our application of the plain error test to the alleged error by the
district court reveals that the Millers are not entitled to vacature of the
Injunction on the basis of the Anti-Injunction Act. Assuming
arguendo that the first element of the plain error test is met, i.e., the
Injunction violates the Anti-Injunction Act because it enjoins a state
court proceeding and each of the Act's three exceptions are inapplica-
ble, the second element of the plain error test is not met, i.e., the error
is not plain. For purposes of the plain error test, the term "`[p]lain'
is synonymous with `clear' or, equivalently,`obvious,'" Olano 507
U.S. at 734, under the law at the time of our appellate consideration,
Johnson v. United States, 520 U.S. 461, 468 (1997). At the present
time, the law is not clear or equivalently obvious that the "necessary
in aid of jurisdiction" exception to the Anti-Injunction Act's general
prohibition against a federal court enjoining a state court proceeding
is inapplicable to the Injunction. First, we have already concluded
under our discussion of the All Writs Act that the Injunction was nec-
essary to vindicate the district court's exclusive jurisdiction to resolve
interpretive questions under the MDL Settlement Agreement. Thus,
the plain text of the "necessary in aid of jurisdiction" exception is
applicable. Second, as we have already set forth, some federal appel-
late courts have permitted injunctions under the same exception
where a parallel state court action threatens to frustrate federal multi-
district litigation proceedings and disrupt the orderly resolution of
those proceedings. E.g., Carlough v. Amchem Products, Inc., 10 F.3d
189, 202-03 (3d Cir. 1993) (holding that it was appropriate as neces-
sary in aid of the district court's jurisdiction in class action asbestos
suit to enjoin absent members of plaintiff class from seeking a ruling
from state court permitting mass opting out of all plaintiffs in that
state, at mature phase of federal settlement proceedings and after
years of pretrial negotiation). Here, a strong argument can be made
that enforcement of the arbitration award in favor of the Millers
threatens to frustrate the district court's ability to provide a universal
interpretation of the term "allocation claim" under the MDL Settle-
ment Agreement, which interpretive question may also arise in the

                                    53
future pursuant to litigation involving other parties to the MDL. In
sum, assuming the existence of error, the error is not plain.

   Moreover, assuming arguendo that the first three elements of the
plain error test are satisfied, several factors strongly weigh against our
finding that the assumed error seriously affects the fairness, integrity
or public reputation of judicial proceedings and will continue to do so
unless the assumed error is corrected. First, the Millers do not claim
that they in any way lacked the opportunity to raise the Anti-
Injunction Act below as a defense to the Injunction. Second, the Mill-
ers, as found by the district court and supported by the record on
appeal, intentionally mislead the district court at a critical motion
stage into believing that they did not intend to make any arguments
before the arbitrator that would raise interpretive questions under the
MDL Settlement Agreement. Third, despite the Millers' knowledge
that the district court retained exclusive jurisdiction to resolve inter-
pretive questions under the MDL Settlement Agreement, the Millers
intentionally made arguments before the arbitrator that they knew
necessarily raised interpretive questions under the MDL Settlement
Agreement. Fourth and finally, as determined by the district court, the
Millers were already compensated, under the MDL Settlement Agree-
ment, for their so-called "blue sky damages." In sum, we cannot con-
clude that the facts here call for us to exercise our discretion to correct
an assumed error not raised below.9

                                   III.

    As we previously stated, under all of the facts and circumstances
of this case, we have no difficulty in concluding that the Injunction
was necessary to prevent direct frustration of the district court's Set-
tlement Approval Order and to cure injustice created by the Millers
through their abuse of the MDL process. Accordingly, we find no
abuse of discretion with respect to the district court's invocation of
the All Writs Act to enjoin the Millers from enforcing the "blue sky
damages" portion (including related attorneys' fees) of their multi-
____________________________________________________________
   9
     We have also reviewed the Millers' remaining arguments in challenge
to the Injunction, and conclude that none warrant vacature of the Injunc-
tion.

                                   54
million dollar arbitration award. Therefore, we affirm the district
court's order entering the Injunction.10

                                                            AFFIRMED

TRAXLER, Circuit Judge, dissenting:

   My colleague Judge Hamilton has done an admirably thorough job
of distilling and setting forth the applicable legal principles from deci-
sions interpreting the All Writs Act. See 28 U.S.C.A. § 1651(a) (West
1994). I differ only in the conclusion I would reach after applying
those principles.

    In enjoining the Millers from enforcing their arbitration award
through the California court system, the district court exercised juris-
diction pursuant to the All Writs Act.* The All Writs Act grants dis-
trict courts the power to "issue all writs necessary or appropriate in
aid of their respective jurisdictions and agreeable to the usages and
principles of law." 28 U.S.C.A. § 1651(a). The All Writs Act does not
provide an independent source of federal jurisdiction over claims that
otherwise would not fall within the jurisdiction of the federal courts,
like those filed by the Millers under state law against Silver, a non-
diverse defendant. See Syngenta Crop Protection, Inc. v. Henson, 123
S. Ct. 366, 370 (2002) ("[P]etitioners must demonstrate that original
____________________________________________________________
   10
      With respect to Silver's cross-appeal, we also affirm, as not an abuse
of discretion, the district court's denial of that portion of Silver's motion
requesting the district court to adjudicate the merits of his attorneys' fees
claim. We find Silver's arguments in support of his cross-appeal without
merit.
    *Although the court also referred to its "inherent jurisdiction to pre-
vent the MDL proceedings from being used to effect the miscarriage of
justice," In re: American Honda Motor Co. Litigation, 162 F.Supp.2d
387, 395 (D. Md. 2001), the order, viewed as a whole, does not purport
to rest on its inherent powers as an additional jurisdictional basis. See
Columbus-America Discovery Group v. Atlantic Mut. Ins. Co., 203 F.3d
291, 299 (4th Cir.) (recognizing the inherent authority of a district court
to enforce a settlement agreement against the parties where the terms of
the agreement have been incorporated into a court order), cert. denied,
531 U.S. 918 (2000).

                                   55
subject-matter jurisdiction lies in the federal courts . . . . [T]he All
Writs Act does not, by its specific terms, provide federal courts with
an independent grant of jurisdiction." (internal quotation marks omit-
ted)); see also Hillman v. Webley, 115 F.3d 1461, 1469 (10th Cir.
1997) ("[T]he [All Writs] Act does not allow a court to acquire juris-
diction over an individual or property not otherwise subject to its
jurisdiction, and does not operate to confer jurisdiction." (internal
quotation marks omitted)). Thus, a court may issue a writ or injunc-
tion under the All Writs Act only if the court is acting "in aid of" a
matter over which it previously obtained jurisdiction.

     The grant of power to issue writs "in aid of jurisdiction" under the
All Writs Act supplies a district court with the authority to protect the
integrity of its orders. See United States v. New York Tel. Co., 434
U.S. 159, 172 (1977) ("This Court has repeatedly recognized the
power of a federal court to issue such commands under the All Writs
Act as may be necessary or appropriate to effectuate and prevent the
frustration of orders it has previously issued in its exercise of jurisdic-
tion otherwise obtained."). Hence, we have recognized that "[t]he All
Writs Act empowers a federal court to enjoin parties before it from
attempting to relitigate decided issues and to prevent collateral attack
of its judgments." Farmers Bank v. Kittay (In re March), 988 F.2d
498, 500 (4th Cir. 1993); see also Henson v. Ciba-Geigy Corp., 261
F.3d 1065, 1068 (11th Cir. 2001) ("[A] district court has the authority
. . . to enjoin a party to litigation before it from prosecuting an action
in contravention of a settlement agreement over which the district
court has retained jurisdiction."), aff'd sub nom., Syngenta Crop Pro-
tection, Inc. v. Henson, 123 S. Ct. 366, 370 (2002); Texas v. Real Par-
ties in Interest, 259 F.3d 387, 392 (5th Cir. 2001) (recognizing that
a number of courts have interpreted the All Writs Act to "permit a dis-
trict court to enjoin actions in state court . . . only where necessary
to prevent relitigation of an existing federal judgment or otherwise to
protect federal court orders."), cert. denied, 534 U.S. 1115 (2002);
Wesch v. Folsom, 6 F.3d 1465, 1470 (11th Cir. 1993) (explaining that
the All-Writs Act "empowers federal courts to issue injunctions to
protect or effectuate their judgments."); Kelly v. Merrill Lynch,
Pierce, Fenner & Smith, Inc., 985 F.2d 1067, 1069 (11th Cir. 1993)
(per curiam) ("The All-Writs Act . . . gives federal courts broad
injunctive powers to protect their own judgments. . . . This power
includes the authority to enjoin arbitration to prevent relitigation.").

                                   56
    Because Silver did not participate in the MDL proceedings as
either a litigant or as counsel for the Millers, the dispute between Sil-
ver and the Millers is not directly before the district court and does
not threaten its settlement order in the same way as would a post-
settlement dispute between the Millers and their MDL counsel or the
Millers and Honda. Cf. Thomas v. Powell, 247 F.3d 260 (D.C. Cir.)
(finding that the Anti-Injunction Act did not preclude the district court
from enjoining state action between class counsel and his client), cert.
denied, 122 S. Ct. 347 (2001). Nevertheless, the power of the federal
courts to safeguard the integrity of court orders "extends, under
appropriate circumstances, to persons who, though not parties to the
original action or engaged in wrongdoing, are in a position to frus-
trate the implementation of a court order or the proper administration
of justice, and encompasses even those who have not taken any affir-
mative action to hinder justice." New York Tel. Co., 434 U.S. at 174
(emphasis added) (internal citations omitted). Accordingly, the ques-
tion is whether the enforcement of the arbitration award threatened
the integrity of the district court's order approving the MDL settle-
ment agreement so that an injunction was required to prevent it.

    The district court appears to rest its decision that the injunction was
necessary to protect the integrity of its order upon two conclusions.
First, the court determined that the Millers, by advancing the theory
that Silver's malpractice in the prior state lawsuit against Honda
caused them to forgo "blue sky" damages that were not covered by
the MDL settlement, made the scope of the MDL settlement a central
issue in the California arbitration. Because the district court's settle-
ment order indicated the court intended to retain exclusive jurisdiction
over the "implementation, interpretation and enforcement of the Set-
tlement Agreement," J.A. 550-51, the district court reasoned that the
arbitrator's consideration of whether "blue sky" damages were cov-
ered by the MDL settlement contravened the court's settlement order
because it required an interpretation of the settlement agreement. See
In re: American Honda Motor Co. Litigation, 162 F.Supp.2d 387, 395
(D. Md. 2001).

   With respect, I cannot conclude that the arbitration award, arising
from a California state malpractice action, threatened the integrity of
the district court's order. The Millers are not attempting to recover,
directly or indirectly, any additional damages from Honda. They are

                                   57
not relitigating any of their claims against Honda that were resolved
in the MDL litigation or otherwise collaterally attacking the district
court's settlement order. The Millers's claims in arbitration involved
the completely distinct legal issue of whether, under California law,
Silver committed malpractice in a prior state action that was never
before the district court. In my view, there is simply no reason to
believe the MDL settlement order would be undermined by the
enforcement of the arbitration award against Silver.

    In concluding that the arbitration award does not threaten the integ-
rity of the district court's settlement order, I would emphasize that the
proper analytical focus is on whether the injunction qualified as an
exercise of power "in aid of" jurisdiction under the statute, as opposed
to whether and to what extent the settlement order purported to retain
jurisdiction over matters related to the MDL litigation. The district
court's authority to protect its orders under the All Writs Act did not
turn on whether the court had retained jurisdiction to do so. See Kok-
konen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377 (1994)
("Federal courts . . . possess only that power authorized by Constitu-
tion and statute, which is not to be expanded by judicial decree."
(internal citations omitted)). Thus, the only significant question in
assessing the district court's authority under the All Writs Act was
whether that statute was satisfied.

    Finally, the district court's other conclusion serving as a basis for
the injunction was that during the arbitration, the Millers intention-
ally misrepresented the nature of the MDL settlement and the facts
and circumstances surrounding it. The district court suggested that it
was necessary to enjoin the enforcement of the California arbitration
award to prevent the Millers from benefitting from their misrepresen-
tations about the scope of the damages awarded under the MDL set-
tlement. See In re: American Honda Litigation, 162 F.Supp.2d at 394-
95 n.7 ("[A]lthough I find that the arbitrator erred in his apparent
findings, I am enjoining the award he entered not because of any mis-
take he made but because the Millers had no right to make before him
the deceptive arguments they did, misrepresenting what had occurred
during the Honda bribery litigation."). The fact that the Millers mis-
represented to the California arbitrator what occurred in the MDL liti-
gation does not, in and of itself, threaten to undermine the district
court's settlement order. Even if the misrepresentations resulted in an

                                  58
arbitration award that was erroneous on the merits, such an award, for
the reasons previously stated, does not threaten the integrity of the
settlement order.

   In sum, I would respectfully hold that the district court abused its
discretion in issuing the injunction as it was not a proper exercise of
power "in aid of" jurisdiction under the All Writs Act.

                                  59
