City of Miami Gen. Employees' & Sanitation Employees' Ret. Trust v. RH, Inc.

302 F. Supp. 3d 1028
CourtDistrict Court, N.D. California
DecidedFebruary 26, 2018
DocketCase No. 17–cv–00554–YGR
StatusPublished
Cited by3 cases

This text of 302 F. Supp. 3d 1028 (City of Miami Gen. Employees' & Sanitation Employees' Ret. Trust v. RH, Inc.) is published on Counsel Stack Legal Research, covering District Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
City of Miami Gen. Employees' & Sanitation Employees' Ret. Trust v. RH, Inc., 302 F. Supp. 3d 1028 (N.D. Cal. 2018).

Opinion

I. BACKGROUND

The facts at issue in this case, as pleaded in plaintiffs' 100-page Consolidated Class Action Complaint ("CCAC"), (Dkt. No. 45), are well-known to the parties. Relevant allegations from the CCAC are set forth below.1

*1034A. RH's Business and Procurement Structure

RH is a Delaware corporation headquartered in Corte Madera, California, with approximately 41 million outstanding shares. (Id. at ¶ 21.) Its fiscal year ("FY") concludes on January 31 of each year. RH is a retailer of luxury home furnishings such as couches, chairs, tables, lamps, and rugs. (Id. ¶ 25.) It sells products through its website; retail and outlet stores; and "Source Books" which are voluminous, glossy product catalogs distributed to potential customers. (Id. ) As of April 29, 2017, the RH operated 85 retail stores and 28 outlets. (Id. )

During the Class Period, RH did not manufacture any of the products it sold. (Id. ¶ 28.) Instead, RH contracted with third-party manufacturers. (Id. ) Most of RH's manufacturers (frequently referred to as "vendors") were located overseas: RH sourced approximately 69% of its inventory from vendors in Asia in FY2013 and 82% in FY2015. Plaintiffs aver that sourcing inventory from foreign manufacturers involves "significant lead times," typically upwards of six and as many as nine months. (Id. ¶ 29.)

B. Alleged Facts Relevant to this Action

According to plaintiffs, RH experienced significant revenue growth in the years leading up to the Class Period. (Id. ¶ 2.) "By the start of the Class Period, however, revenue growth...from RH's existing product lines had slowed substantially." (Id. ) RH sought to restore its sales growth by expanding its product offerings through the introduction of new brands, notably "RH Modern." (Id. ¶¶ 2 and 30.) Defendants promoted the launch of RH Modern to investors, describing the product line as "the most important and significant new home furnishings business to be launched in the last 15 or 20 years." (Id. ¶ 3.) Plaintiffs further allege that a successful launch required adequate in-stock merchandise of RH Modern. (Id. ¶ 4.) "Without adequate *1035inventory, customers who placed orders for RH Modern products would face long delays to receive their products, leading to cancelled orders and costly accommodations." (Id. ¶¶ 4, 103, and 173.)

On the first day of the Class Period, March 26, 2015, Friedman announced the launch of RH Modern and reported that RH was "systematically placing orders now," which "should help us with lead times [and] help us with inventory flow." (Id. ¶¶ 5 and 117; Dkt. No. 52, Declaration of Erik J. Olson in Support of Motion to Dismiss ("Olson Decl."), Ex. 1 at 14.) Plaintiffs aver that during the Class Period defendants "repeatedly assured investors" that RH was "prepared for the launch." (CCAC ¶ 3.) Specifically, during an investor call on June 6, 2015, Friedman stated that RH was growing its inventory levels, making the "necessary" inventory investments, and would "compete on speed" of delivery for RH Modern. (Olson Decl., Ex. 7 at 19.) Boone also reassured investors that RH was making inventory investments to prevent "high back orders" and claimed that RH would "grow inventory ahead of sales at the end of Q4." (Id. at 6.) Plaintiffs contend that defendants "emphasized RH's preparedness for the launch throughout 2015" by indicating that RH Modern was "going to compete on speed." (CCAC at ¶ 5.) According to plaintiffs, however, the "preparation and launch of RH Modern were debacles from the outset due to a near-complete lack of inventory." (Id. ¶ 7.) "RH needed to order RH Modern products far in advance of the launch date in order to have RH Modern inventory available to fulfill customer orders at the time of the RH Modern launch" but failed to do so. (Id. ¶¶ 32-37.)

On June 11, 2015, defendants allegedly marketed RH Modern "before designs were finalized and without placing orders with manufacturers." (Id. ¶ 7.) On that date, defendants published a "video presentation" for investors which appeared to display a range of RH Modern items. (Id. ¶ 124.) Plaintiffs allege that "certain of these were not actual products from the line but unfinished 'one-offs' that had been hastily constructed by hand shortly before the investor video." (Id. ) During the video presentation, Boone stated that 1Q15 inventory "was up 24%" and that "we expect to end the year with inventory growth that is higher than our sales growth, given the inventory investments in RH Modern and other newness that we will introduce this fall."2 (Olson Decl., Ex. 6 at 5 (emphasis supplied).) Plaintiffs allege that Boone's statement referencing RH Modern "inventory investments" was (i) false because RH had not actually made such inventory investments when the statement was made, and (ii) misleading because it concealed the fact that 1Q inventory growth was due to "surplus inventory of existing product" and "60-80% of RH's inventory" was "product that had been returned to RH from customers and/or was damaged." (CCAC at ¶ 57.)

Plaintiffs assert that when defendants launched the RH Modern website and published the 540-page RH Modern Source Book in September 2015, "there was essentially no RH Modern furniture in stock." (Id. ¶¶ 7 and 40.) Plaintiffs claim that Friedman knew that the Source Book "featured Photoshopped images of products that did not exist, and the videos through which he promoted RH Modern also showcased unavailable, unfinished products." (Id. ¶ 8.) Customers therefore faced lengthy delays and many became upset and cancelled their orders. (Id. ¶¶ 8, 51-55, 106.)

*1036On September 10, 2015, RH issued a press release which indicated that "the launch of RH Modern and RH Teen late in the third quarter," among other factors, "puts us on a clear path to accelerate our growth in the fourth quarter and into fiscal 2016."3 (Olson Decl., Ex. 11 at 2.) On December 10, 2015, Friedman expressed a similar sentiment during an investor call when he touted as a "headline" that RH Modern was "performing ahead of our expectations." (Id. , Ex. 13 at 14.) That same day, RH issued a press release which indicated that defendants were "extremely encouraged by the early results we are seeing out of...RH Modern" and that "RH Modern is trending to add significant incremental revenues." (Id. , Ex. 15 at 2.) Plaintiffs allege that these representations were false and misleading because they concealed (i) pervasive RH Modern inventory shortages as well as (ii) customer complaints and (iii) canceled orders arising from such inventory shortages dating back to 1Q15. (CCAC at ¶ 193.)

In a statement issued by RH on December 10, 2015, RH disclosed that RH Modern was suffering from an "in-stock position [which is] not great today." (Id. ¶¶ 10 and 144.) The following day RH shares declined by more than 10%. (Id. ) Nonetheless, Boone continued to reassure investors that "we continue to expect to end the year with inventory growth higher than our sales growth given the inventory investments in RH Modern and RH Teen." (Olson Decl., Ex. 14 at 6.)

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Bluebook (online)
302 F. Supp. 3d 1028, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-of-miami-gen-employees-sanitation-employees-ret-trust-v-rh-cand-2018.