## Facts

- Ninety-one individual “Names” (investor-underwriters at Lloyd’s) sued the Corporation of Lloyd’s and about 300 Lloyd’s syndicates in which they participated.
- Lloyd’s functions as a market for underwriting insurance risks; Names are passive investors who provide capital and bear several, unlimited personal liability for their shares.
- Names participate through syndicates, which collectively assume portions of insurance risks; no syndicate typically assumes an entire policy’s risk.
- Names’ agreements stated they were not forming partnerships with each other or with Lloyd’s agents and provided that English law governed their relationships within the Lloyd’s structure.
- Plaintiffs alleged they were solicited in the United States through misrepresentations about the syndicates’ risks and underwriters, asserting claims under the Securities Act of 1933, the Securities Exchange Act of 1934, and RICO.
- The syndicates moved to dismiss under Rules 12(b)(1) and 12(b)(6), arguing they were not legal entities capable of being sued.

## Issues

1. Whether Lloyd’s syndicates are separate legal entities with capacity to be sued in federal court.
2. Whether federal securities laws, RICO, or Fed. R. Civ. P. 17(b) can supply entity status when English and New York law do not recognize syndicates as juridical persons.

## Decision

- The court granted the syndicates’ motion to dismiss and dismissed the action as against the Syndicate Defendants.
- The court held Lloyd’s syndicates are not separate legal entities under English law or New York law and therefore lack capacity to be sued as such.
- The court rejected the argument that federal securities statutes, RICO, or Rule 17(b) independently confer juridical existence or capacity to be sued on syndicates.

## Legal Principles

- An entity’s capacity to sue or be sued in federal court is determined by the law referenced by Fed. R. Civ. P. 17(b); the rule does not create entity status.
- Federal securities statutes and RICO regulate conduct and provide remedies but do not, by implication, transform non-entity economic groupings into suable juridical persons.
- Under English law, Lloyd’s syndicates are treated as groupings of underwriters with several obligations, requiring suit against individual Names rather than the syndicate as a distinct “person.”
- Under New York law, the syndicates were not suable unincorporated associations where the structure disclaimed partnership status and lacked joint/common liability.

## Conclusion

The court dismissed the claims against the Lloyd’s syndicates because they were not recognized as separate juridical entities under applicable law, and neither Rule 17(b) nor federal securities laws or RICO supplied independent capacity to sue them as entities.


Roby v. Corp. of Lloyd's of London, 796 F. Supp. 103 (S.D.N.Y. 1992)