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November 10, 2005.

BOREL PRIVATE BANK & TRUST CO., a California corporation on its own behalf and as Trustee of Andre LeRoy Trust; DEUTSCHE BANK NATIONAL TRUST COMPANY, a U.S. subsidiary as Trustee of the Eugene LeRoy Trust; UNION OIL COMPANY OF CALIFORNIA, a California corporation. Defendants.

The opinion of the court was delivered by: PHYLLIS HAMILTON, District Judge


Defendants Borel Private Bank & Trust Company ("Borel"), Deutsche Bank ("DB"), and Union Oil Company of California ("Unocal") move to dismiss plaintiff's complaint pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). On November 9, 2005, defendants' motions came on for hearing before this court. Having read the parties' papers and carefully considered their arguments and the relevant legal authority, the court GRANTS all defendants' motions to dismiss pursuant to Rule 12(b)(1), and alternatively GRANTS defendants Borel's and Unocal's motions to dismiss pursuant to Rule 12(b)(6), as follows and for the reasons stated at the hearing. INTRODUCTION

This case has a long history in the state superior, appellate, and probate courts. Plaintiff possessed property interests in the Home Ranch ("the ranch"), a piece of real estate near the Santa Maria Valley on the California coastline. The ranch was originally owned by two brothers, one of whom was plaintiff's grandfather, Andre Leroy. The other brother, Eugene, was plaintiff's great uncle. Both Andre and Eugene had an undivided one-half interest in the ranch. Andre died in 1980; and Eugene passed away in 1984. Andre's one-half interest passed to his widow and their descendants; and Eugene's one-half interest likewise passed to his widow and descendants.

  Andre's one-half interest is held in the Andre Leroy Trust, which is administered by defendant Borel. Plaintiff's mother, Nichole Vecchioli, along with his aunt, Jean Leroy, and his grandmother, Annette Leroy, appear to be alive and are the current income beneficiaries of the Andre Leroy trust. Plaintiff, along with his siblings and cousins, is one of several contingent remaindermen of the Andre Leroy Trust.

  By comparison, plaintiff does not appear to have a present interest — contingent or otherwise — in the Eugene Leroy trust. Apparently, plaintiff will become one of the remaindermen under that trust only if none of Eugene Leroy's descendants survive to take under the trust. The Eugene Leroy Trust is currently administered by defendant DB, formerly Bankers Trust.*fn1

  Following the deaths of Andre and Eugene Leroy, in 1994, their families discovered that the ranch had been contaminated by a petroleum product, called a diluent, that defendant Unocal, had injected into the oil field underlying the ranch. Unocal had been leasing the oil field beneath the ranch, known as the "Guadalupe Oil Field," for oil and gas production since approximately 1950.

  That same year, in 1994, Unocal admitted responsibility for the contamination, ceased production, and began remediation of the site. The two trustees, Borel and Bankers' Trust (predecessor to DB), commenced negotiations with Unocal, which included selling the ranch to Unocal, settling the trusts' claims against Unocal, and obtaining indemnity agreements from Unocal regarding the contamination.

  I. Vecchiolis' Petition to Remove Borel as Trustee to Andre Leroy Trust

  The Vecchioli family, including plaintiff, opposed the Unocal settlement talks, and any sale of the ranch to Unocal. As a result of this disagreement, in October 1994, the Vecchiolis filed a petition with the state probate court to remove Borel as trustee. Following a two-day trial, the probate court denied the Vecchiolis' petition in October 1994. However, in February 1996, the state appellate court held that the probate court applied the wrong legal standard and remanded the case for further proceedings. In 1999, after an eight-day trial, the probate court again denied the Vecchiolis' petition to remove Borel, and the state appellate court affirmed in 2001.

  II. Borel's Petition to Approve Settlement with Unocal

  Meanwhile, while the Vecchiolis' petition was pending in the probate court and the California Court of Appeal, Borel and DB reached a settlement with Unocal on behalf of both the Andre and Eugene Leroy trusts. Borel and DB petitioned the probate court for approval of the settlement agreements, which the probate court granted in September 1995. The Vecchioli family appealed the order granting Borel's petition with respect to the Andre Leroy Trust.*fn2 In October 1996, the state appellate court remanded to the probate court in light of its February 1996 decision regarding the Vecchiolis' petition to remove Borel.

  The probate court reconsidered Borel's petition for approval of the settlement agreement in conjunction with the Vecchiolis' petition to remove Borel. On remand, in 1999, the probate court again granted Borel's petition for approval. In February 2001, in the same decision in which it affirmed the probate court's second denial of the Vecchioli's petition to remove Borel, the state appellate court again remanded Borel's petition for approval to the probate court with further instructions regarding the standards to be applied by the probate court. For the third time, in March 2002, the probate court granted Borel's motion. The Vecchiolis again appealed.

  III. Borel and DB Reach New Settlement with Unocal/Sale of Ranch Closes

  However, in the meantime, in May 2002, Borel and DB entered into new settlement agreements with Unocal. According to defendants Borel and DB, these agreements, unlike the 1995 agreements, did not require probate court approval. The sale of the ranch to Unocal closed on July 2, 2002 in accordance with those agreements.

  Accordingly, in November 2003, the state appellate court ruled that the Vecchiolis' appeal was moot in light of the July 2002 sale, and remanded to the probate court for dismissal.

  IV. Probate Court Trial

  In May 2002, the Vecchiolis filed another petition against Borel in the probate court seeking an injunction against the closing of the 2002 settlement agreements. The probate court denied the motion for a preliminary injunction, and the sale proceeded. In April 2005, the Vecchioli family, with the exception of plaintiff, dismissed the petition with prejudice pursuant to another settlement agreement. In 2004, plaintiff filed his fourth amended petition ("4AP") on his ...

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