This case presents two questions: First, in light of the Supreme Court's decision in Salinas v. United States, 552 U.S. 52 (1997), may liability under the federal Racketeer Influenced and Corrupt Organizations Act ("RICO") conspiracy statute codified at 18 U.S.C. S 1962(d) be limited to those who would, on successful completion of the scheme, have participated in the operation or management of a corrupt enterprise? Second, did the Supreme Court's more recent decision in Beck v. Prupis, 529 U.S. 494 (2000), limit application of its holding in Salinas to criminal cases? Ruling against the Appellants on both issues, we will affirm the Orders of the District Court for the Eastern District of Pennsylvania. In doing so, we hold that any reading of United States v. Antar, 53 F .3d 568 (3d Cir. 1995), to the effect that conspiracy liability under section 1962(d) extends only to those who have conspired personally to operate or manage the corrupt enterprise, or otherwise suggesting that conspiracy liability is limited to those also liable, on successful completion of the scheme, for a substantive violation under section 1962(c), is inconsistent with the broad application of general conspiracy law to section 1962(d) as set forth in Salinas.

In this putative class action brought in the Eastern District of Pennsylvania, the Plaintiffs allege that Defendant, John G. Berg ("Berg"), acting through corporate entities, misled them into purchasing homes which they could not afford by fraudulently asserting that their homes would be entitled to various tax abatements and mortgage credit certificates.1 The Plaintiffs further allege that the Defendant title insurance and lending companies2 ("Appellants") conspired with Berg to defraud the Plaintiffs and realize the maximum profits from the sales and related title insurance and finances. Specifically, they allege that the Appellants conspired to further Berg's fraudulent enterprise by allowing Berg to assume many of their normal functions during settlements, recording false information on HUD-1 Settlement Statements, contacting prospective home buyers and encouraging them to make the purchases, communicating and negotiating with Berg rather than directly with the Plaintiffs, failing to make Truth-In-Lending Law disclosures, and granting mortgages for which they knew the Plaintiffs were unqualified. Accordingly, the Complaint asserts claims against the Appellants for participation in a RICO conspiracy with Berg in violation 18 U.S.C. S 1962(d).

The District Court first denied the Appellants' motion to dismiss these claims by its Memorandum Opinion of April 10, 2000, rejecting the Appellants' argument that the claims failed as a matter of law because the Appellants' conduct was not alleged to violate section 1962(c).3 The District Court looked to the Supreme Court's decision in Salinas v. United States, 522 U.S. 52 (1997), and concluded that it implicitly overruled our prior holding in United States v. Antar, 53 F.3d 568 (3d Cir . 1995) and that, in accordance with Salinas, liability under section 1962(d) is met by "1) knowledge of the corrupt enterprise's activities and 2) agreement to facilitate those activities."4 The District Court concluded these elements were sufficiently pled.

Shortly thereafter, on April 26, 2000, the District Court requested briefing from the parties on the import of the Supreme Court's decision in Beck v. Prupis, 529 U.S. 494 (2000).5 The District Court expressed concern that the Supreme Court's statement in Beck that "injury caused by an overt act that is not an act of racketeering or otherwise wrongful under RICO . . . is not sufficient to give rise to a cause of action under S 1964(c) for a violation of S1962(d)" might require dismissal of the conspiracy claims.6 On consideration, however, the District Court concluded that Beck did not affect the Plaintiffs' claims in this case because they, unlike Beck, allege direct injury as a result of the racketeering. See July 7, 2000 Mem. Op. at 5-6.

The District Court certified its decisions for immediate appeal pursuant to 28 U.S.C. S 1292(b) on July 7, 2000 and we granted the Appellants' Petition on September 26, 2000.

It shall be unlawful for any person employed by or associated with any enterprise engaged in, or the activities of which affect, interstate or foreign commerce, to conduct or participate, directly or indirectly, in the conduct of such enterprise's affairs through a pattern of racketeering activity or collection of unlawful debt.

18 U.S.C. S 1962(d) provides: "It shall be unlawful to conspire to violate [S 1962(c)]."

As the District Court observed, the starting point for our analysis is the Supreme Court's decision in Revs v. Ernst & Young, 507 U.S. 170 (1993). In Revs, the Court held that to be liable under section 1962(c), a person must participate in the "operation or management" of the corrupt enterprise's affairs. Id. at 179. In Antar, we considered a line of cases holding that conspiracy liability does not require a showing that the defendant himself participated in the operation or management of the enterprise. We considered these cases to be in tension with Revs, at least if read broadly. In an attempt to resolve this perceived tension, we crafted a novel distinction "between, on the one hand, conspiring to operate or manage an enterprise, and, on the other hand, conspiring with someone who is operating or managing the enterprise." 53 F .3d at 581 (emphasis added). We concluded that liability under section 1962(d) would attach only in the first instance because only then is the defendant conspiring to do something for which he would, if successful, be liable under section 1962(c). Id.

This language in Antar was unnecessary to our holding, as our Opinion in this conspiracy withdrawal case concluded, in effect, that the defendant met either standard.7 In addition, the majority of our sister Courts of Appeals presented with the same question have not applied the "operation or management" test set forth in Revs to a RICO conspiracy. They have instead concluded that "Revs addressed only the extent of conduct or participation necessary to violate a substantive provision of the statute; the holding in that case did not address the principles of conspiracy law undergirding S 1962(d)."8

The question then is whether the language of Antar is dispositive, requiring dismissal of the conspiracy counts or whether, as the District Court concluded, it was vitiated by the Supreme Court's decision in Salinas. In Salinas, the defendant was charged with criminal violations of both section 1962(c) and section 1962(d) but convicted on the conspiracy charge alone. The Supreme Court resolved a conflict among the Courts of Appeals, finding-- as had the majority of our sister Courts of Appeals -- that a RICO conspiracy defendant need not himself commit or agree to commit predicate acts. In upholding the result in the Salinas case, the Supreme Court found that a violation of section 1962(c) was not a prerequisite to a violation of section 1962(d). Rather, the Court found that for purposes of conspiracy it "suffices that [defendant] adopt the goal of furthering or facilitating the criminal behavior." 522 U.S. at 65.9 Moreover, the Supreme Court provided an extensive discussion indicating that RICO's conspiracy section-- section 1962(d) -- is to be interpreted in light of the common law of criminal conspiracy and that all that is necessary for such a conspiracy is that the conspirators share a common purpose.10

Thus, as the District Court observed, Salinas makes "clear that S 1962(c) liability is not a prerequisite to S 1962(d) liability." April 10, 2000 Mem. Op. at 7. The plain implication of the standard set forth in Salinas is that one who opts into or participates in a conspiracy is liable for the acts of his co-conspirators which violate section 1962(c) even if the defendant did not personally agree to do, or to conspire with respect to, any particular element.11 The Appellants' assertions to the contrary notwithstanding, the Supreme Court did not confine its discussion in Salinas to the element of predicate acts, in which event it might be "harmonized" with Antar's discussion of requirements as to levels of participation; rather, the Court expressed its analysis in broad terms, defining an interpretation of conspiracy liability directly at odds with Defendants' reading of Antar.12 We therefore hold that any reading of Antar suggesting a stricter standard of liability under section 1962(d) is inconsistent with the broad application of general conspiracy law set forth in Salinas. In accord with the general principles of criminal conspiracy law, a defendant may be held liable for conspiracy to violate section 1962(c) if he knowingly agrees to facilitate a scheme which includes the operation or management of a RICO enterprise.

As noted above, Beck involved a CEO whose employment was terminated when he discovered that certain of his company's officers and directors were engaged in racketeering. In rejecting the theory that this injury -- one "caused by an overt act that [was] not an act of racketeering or otherwise wrongful under RICO" -- was "sufficient to give rise to a cause of action under S 1964(c) for a violation of S 1962(d)", the Supreme Court expressly refuted the assertion that this interpretation rendered the conspiracy statute "mere surplusage." 529 U.S. at 506-507. The Court specifically noted that, to the contrary, "a plaintiff could, through a S 1964(c) suit for violation of 1962(d), sue co-conspirators who might not themselves have violated one of the substantive provisions of S 1962." Id.

Furthermore, although the Appellants assert that Beck restricts Salinas to criminal cases, the only mention of Salinas appears at footnote 6, in which the Supreme Court recites that "[w]e have turned to the common law of criminal conspiracy to define what constitutes a violation of S 1962(d)". 529 U.S. 501 n.6. The reference to Salinas does not in any way repudiate its holding about what constitutes a conspiracy violation or indicate that the violation is different in a civil context. To the contrary, the footnote observes that Beck "does not present simply the question of what constitutes a violation of S 1962(d), but rather the meaning of a civil cause of action for private injury by reason of such a violation." Id. The plain import of this passage is that the question of what constitutes a violation of section 1962(d) continues to be defined under and governed by Salinas. It is a reaffirmance.13

The holding of Beck is that an injury sufficient to support a civil action under section 1964(c) must arise out of wrongful conduct proscribed by the substantive provisions of section 1962 (i.e., in the context of a section 1962(c) violation, the injury must arise out of the predicate acts).14 As the District Court correctly concluded, the Plaintiffs' claims in this case stem from injury directly attributable to Berg's racketeering; they are the direct victims of substantive RICO violations.15 Thus the Appellants remain subject to liability under the reasoning enunciated by the Supreme Court in Beck. See July 7, 2000 Mem. Op. at 6 (noting that "civil conspiracy often is not considered a separate cause of action, but rather a `mechanism for subjecting co-conspirators to liability when one of their member committed a tortious act' ") (quoting Beck, 529 U.S. 503).

For the reasons set forth above, we will affirm the Orders of the District Court.