City of Monroe Employees Retirement System v. Bridgestone Corp.

430 F. Supp. 2d 728, 2006 U.S. Dist. LEXIS 28745
CourtDistrict Court, M.D. Tennessee
DecidedMay 3, 2006
DocketNos. 3:01-0017, 3:01-0070
StatusPublished
Cited by1 cases

This text of 430 F. Supp. 2d 728 (City of Monroe Employees Retirement System v. Bridgestone Corp.) is published on Counsel Stack Legal Research, covering District Court, M.D. Tennessee primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
City of Monroe Employees Retirement System v. Bridgestone Corp., 430 F. Supp. 2d 728, 2006 U.S. Dist. LEXIS 28745 (M.D. Tenn. 2006).

Opinion

MEMORANDUM

ECHOLS, District Judge.

This securities fraud class action is on remand for further proceedings after the Sixth Circuit affirmed in part and reversed in part this Court’s prior ruling dismissing [732]*732the case, entered on October 1, 2002 (Docket Entry Nos. 142 & 143, Memorandum and Order). City of Monroe Employees Retirement Sys. v. Bridgestone Corp., 399 F.3d 651 (6th Cir.2005). The Sixth Circuit affirmed the Court’s prior rulings in all respects except the appeals court held that two statements made by Bridge-stone Corporation (“Bridgestone”) in its 1999 Annual Report issued in March 2000 and one statement made by Bridgestone Firestone North American Tire, LLC (“Firestone”) on August 1, 2000, were material misrepresentations made with scien-ter. Thus, the statements are actionable under Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 783(b), and Securities Exchange Commission Rule 10b-5, 17 C.F.R. § 240. In remanding the case, the Sixth Circuit directed this Court to determine with regard to each of the three actionable statements whether Lead Plaintiff City of Monroe Employees Retirement System (“City of Monroe”) and Plaintiff Patricia Ziemer (“Ziemer”) adequately pleaded in the Consolidated Complaint the remaining two elements of their securities fraud claims: justifiable reliance and proximate cause. City of Monroe, 399 F.3d at 691-692.

Lead Plaintiff City of Monroe now concedes “that its purchase of Bridgestone stock on June 15, 1998, is no longer within the class period upheld by the Sixth Circuit in finding Bridgestone’s March 2000 and Firestone’s August 1, 2000 statements actionable.” (Docket Entry No. 201, Memorandum at 1 n. 1; Docket Entry No. 194.) Thus, City of Monroe cannot satisfy the elements of a securities fraud claim, and Defendants’ motions to dismiss with regard to Lead Plaintiff City of Monroe will be granted.

Remaining for the Court’s consideration on the merits are (1) whether Plaintiff Ziemer sufficiently pled justifiable reliance and proximate cause to state a claim for securities fraud under section 10(b) and Rule 10b-5 and (2) whether the Iowa Public Employees’ Retirement System (“IP-ERS”), a public pension fund, should be permitted to intervene as a plaintiff. IP-ERS claims that it purchased a significant number of shares of Bridgestone stock between April 5, 2000 and August 17, 2000, and, as a result of Defendants’ conduct, IPERS suffered a loss of $1,630,307.

I. STANDARD OF REVIEW

In support of and in opposition to the Motions to Dismiss, the parties provided documents outside of the pleadings. Normally, this would lead the Court to convert Defendants’ motions to dismiss under Federal Rule of Civil Procedure 12(b)(6) to motions for summary judgment. Weiner v. Klais & Co., Inc., 108 F.3d 86, 89 (6th Cir.1997) (generally, “matters outside the pleadings are not to be considered by the court in ruling on a 12(b)(6) motion to dismiss”). In securities fraud cases, however, district courts may consider the full text of securities filings, the company prospectus, analysts’ reports, and statements integral to a complaint, even if such documents are not attached to the complaint, without converting the motion to dismiss to one for summary judgment. In re Credit Acceptance Corp. Sec. Litig., 50 F.Supp.2d 662, 669 (E.D.Mich.1999). Further, documents which are attached to a motion to dismiss are considered part of the pleadings if they are referred to in the complaint and are central to the plaintiffs claim. Weiner, 108 F.3d at 89. Thus, despite the parties’ attachments to their pleadings, the Court will not convert Defendants’ motions to dismiss to motions for summary judgment.

The Court’s task in analyzing the sufficiency of the Consolidated Complaint under Rule 12(b)(6) is necessarily narrow and [733]*733limited. See Miller v. Currie, 50 F.3d 373, 377 (6th Cir.1995). The issue is not whether a claim ultimately will prevail, but whether the plaintiff is entitled to offer evidence to support the claim. Id. (“Indeed it may appear on the face of the pleadings that a recovery is very remote and unlikely but that is not the test[,]” citing Scheuer v. Rhodes, 416 U.S. 232, 236, 94 S.Ct. 1683, 40 L.Ed.2d 90 (1974)). Moreover, in reviewing a motion to dismiss for failure to state a claim, the Court must review the Consolidated Complaint in the light most favorable to the non-moving party, Plaintiff Ziemer, and construe all of its allegations in her favor. See Skees v. United States, 107 F.3d 421, 423 (6th Cir.1997). The Consolidated Complaint should not be dismissed under Rule 12(b)(6) “unless it appears beyond doubt that the plaintiff can prove no set of facts in support of [her] claim which would entitle [her] to relief.” Scheuer, 416 U.S. at 236, 94 S.Ct. 1683 (quoting Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 2 L.Ed.2d 80 (1957)).

II. ANALYSIS

A. Plaintiff Ziemer’s securities fraud claim

In March 2000, Bridgestone issued its 1999 Annual Report. (Docket Entry No. 83, Consolidated Complaint ¶¶ 68-71.) Based on Plaintiff Ziemer’s allegations in the Consolidated Complaint, the Sixth Circuit concluded that two representations in Bridgestone’s 1999 Annual Report are actionable under the securities laws: “(1) that no impairment of Bridgestone’s corporate assets was substantially certain to occur through problems arising from customers or regulators’ actions (the ‘No Impairment’ representation); and (2) that there were no actual, material losses connected to the lawsuits and responses to the regulatory scrutiny of the ATX tires (the ‘No Loss’ representation).” City of Monroe, 399 F.3d at 677.

Concerning the “No Impairment” representation, the Sixth Circuit reasoned that the accounting policy statements in the 1999 Annual Report communicated to the investing public that if a loss or asset impairment was probable, the Annual Report would disclose that contingency in some form. Id. The absence of any contingency concerning Firestone tires “constituted a representation that no loss or asset impairment resulting from Firestone tire products due to the lawsuits, regulatory scrutiny, or safety-related reasons was ‘probable’ or ‘reasonably possible.’ ” Id. at 678. Because no such information was communicated in the 1999 Report, “[a] for-tiori then, the Report included the representation that if there were a substantial certainty of such an impairment, that contingency or risk would be disclosed.” Id.

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Related

In Re Bridgestone Securities Litigation
430 F. Supp. 2d 728 (M.D. Tennessee, 2006)

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430 F. Supp. 2d 728, 2006 U.S. Dist. LEXIS 28745, Counsel Stack Legal Research, https://law.counselstack.com/opinion/city-of-monroe-employees-retirement-system-v-bridgestone-corp-tnmd-2006.