Goldman v. Belden

98 F.R.D. 733, 1983 U.S. Dist. LEXIS 14718
CourtDistrict Court, W.D. New York
DecidedAugust 11, 1983
DocketNo. CIV-82-869T
StatusPublished
Cited by20 cases

This text of 98 F.R.D. 733 (Goldman v. Belden) is published on Counsel Stack Legal Research, covering District Court, W.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Goldman v. Belden, 98 F.R.D. 733, 1983 U.S. Dist. LEXIS 14718 (W.D.N.Y. 1983).

Opinion

[735]*735DECISION and ORDER

TELESCA, District Judge.

This is an action alleging violations of Section 10(b) of the Securities Exchange Act of 1934 (15 USCA Section 78j(b)) and Rule 10(b)(5) promulgated thereunder (17 C.F.R. 240.10(b)-(5)).1 In the instant motion, the defendant seeks an order pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure dismissing the complaint for failure to state a claim upon which relief can be granted.2 The heart of the defendants’ attack on the sufficiency of the complaint is their contention that the pleading fails to comply with Federal Rule of Civil Procedure 9(b) which requires allegations of fraud to be pleaded with particularity.

Rule 9(b) of the Fed.R.Civ.P. provides, in pertinent part:

In all averments of fraud or mistake, the circumstances constituting fraud or mistake shall be stated with particularity.

(emphasis added). There exist at least three important purposes for Rule 9(b)’s specificity requirement. The first is to “protect potential defendants from the harm that comes to their reputations when they are charged with the commission of acts involving moral turpitude”. Gross v. Diversified Mortgage Investors (Gross I), 431 F.Supp. 1080, 1087 (S.D.N.Y.1977). See also, Segal v. Gordon, 467 F.2d 602, 607 (2nd Cir.1972). Second, Rule 9(b) serves to ensure that allegations of fraud are concrete and particularized enough to give notice to the defendants of “what conduct is complained of and to prepare a defense to such claim of misconduct”. Rich v. Touche Ross & Co., 68 F.R.D. 243, 245 (S.D.N.Y.1975). Finally, and of particular significance in cases such as this involving alleged securi[736]*736ties fraud, Rule 9(b) is intended to “inhibit the filing of a complaint as a pretext for discovery of unknown wrongs”. Gross v. Diversified Mortgage Investors, supra at 1087. As Justice Rehnquist observed in Blue Chip v. Manor Drug Stores, 421 U.S. 723, 95 S.Ct. 1917, 44 L.Ed.2d 539 (1975), a securities law “complaint which by objective standards may have very little chance of success at trial has a settlement value to the plaintiff out of any proportion to its prospect of success at trial so long as he may prevent the suit from being resolved against him by dismissal or summary judgment”. Id. at 740, 95 S.Ct. at 1927. Thus, courts must be wary not to allow a plaintiff with groundless claims the chance to abuse liberal federal discovery rules simply to gain “interrorem” increments in the settlement value of his lawsuit. Decker v. Massey-Ferguson, Ltd., 681 F.2d 111, 114 (2nd Cir.1982). Put another way by Judge Knapp in a strikingly similar lawsuit: “The stark question presented is: Are the facts alleged in the complaint and otherwise known to plaintiff sufficient to justify plaintiffs invocation of the powers of the federal judiciary to compel the defendants to account for all of their corporate activities over the past several years?” Goldman v. Singer Co., 89 F.R.D. 436, 437 (S.D.N.Y.) aff’d without opinion, 661 F.2d 908 (2nd Cir.1981).

Before applying these legal principles to the complaint in issue, a brief description of the facts surrounding this lawsuit is appropriate.3 Plaintiff, Steven Goldman, is a resident of Pennsylvania who purchased 1,000 shares of Sykes Datatronics on August 26, 1982. Incorporated in 1968, defendant Sykes Datatronics, Inc. (hereinafter Sykes), is engaged in the design, manufacture and marketing of micro-computer systems used in information processing and data communications. In the late 1970’s Sykes developed and began marketing products having specific application to the telecommunications industry known as the “Comm Storr” family of terminal attachment products. The Comm Storr products are essentially a family of telephone cost management systems. For example, the Sykes “Inn Voice” system is a computer that assists hotels in recording information about, as well as computing charges for, guest telephone calls. Similarly, Sykes’ “Comm Storr/SMDR” (Station Message Detail Recording) product permits businesses to “record statistical information on every call— revealing how much time is spent on calls, who’s dialing long distance at odd hours, or who’s dialing direct when they should be using WATS.” (Sykes 1982 Annual Report at p. 5).

The immediate success of Sykes’ new product line generated an unprecedented period of growth in both sales and earnings. Since 1978 Sykes’ reported earnings have more than doubled each year. The introduction of the Comm Storr line of products in 1977 also heralded a significant, if not spectacular, rise in the market price of Sykes’ stock. In 1980, Sykes declared stock splits of 3 for 2 and 2 for 1. In 1981, Sykes declared a 3 for 1 stock split. Thus, a shareholder of 1 share of Sykes’- stock in February, 1980 owned 9 shares in June, 1981.

Because the Comm Storr product line was marketed primarily through Bell Telephone Companies, Sykes became increasingly dependent upon sales to American Telephone & Telegraph Company (AT & T). In fact, during the 1982 fiscal year, Sykes’ sales to AT & T amounted to almost 80% of Sykes’ total sales. No other customer accounted for more than 10% of Sykes’ net sales.

It is apparent from Sykes’ public statements and reports issued during the first half of 1982 that management held an optimistic view of Sykes’ future prospects. The annual report for 1982, issued May 7, 1982, contained a letter to shareholders from defendants Robert F. Sykes and G.C. Belden, Jr., which stated that “we expect a year of [737]*737strong growth in sales and earnings although at a pace less than the annual doubling rate of the three prior years”. At the annual meeting of shareholders held June 16, 1982, defendant Robert Sykes stated, in response to a shareholder’s question concerning Sykes’ future, that “our growth [rate] is definitely not targeted or aimed at doubling but we are certainly going to try to be doing something in the order of 40 or 50% or better”. While Sykes was certainly aware that its largest customer, AT & T, was involved in complex anti-trust settlement negotiations that contemplated substantial divestiture of Bell operating companies, Sykes nonetheless believed that the proposed “break up” of Bell presented “increasing opportunities for Sykes”. (1982 Annual Report at p. 1).

Of course the instant lawsuit pays tribute to the fact that “the anticipated surge in business failed to materialize”. (Defendants’ Memorandum of Law at p. 6). On August 30,1982, Sykes’ President, C.G. Belden, Jr., issued a press release which stated that “unsettled conditions in the telecommunications market served by Sykes has slowed the expected sales growth of recently introduced products.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Swimwear Solution, Inc. v. Orlando Bathing Suit, LLC
309 F. Supp. 3d 1022 (D. Kansas, 2018)
Richard v. Wjw Tv-8, Unpublished Decision (3-17-2005)
2005 Ohio 1170 (Ohio Court of Appeals, 2005)
Helleloid v. Independent School District No. 361
149 F. Supp. 2d 863 (D. Minnesota, 2001)
Moy v. Adelphi Institute, Inc.
866 F. Supp. 696 (E.D. New York, 1994)
Flexi-Van Leasing, Inc. v. Perez (In Re Perez)
155 B.R. 844 (E.D. New York, 1993)
Lanmark Group, Inc. v. Rifkin (In Re Rifkin)
142 B.R. 61 (E.D. New York, 1992)
Sculler v. Rosen (In Re Rosen)
132 B.R. 679 (E.D. New York, 1991)
Airlines Reporting Corp. v. Aero Voyagers, Inc.
721 F. Supp. 579 (S.D. New York, 1989)
Meyer v. First National Bank & Trust Co. of Dickinson
698 F. Supp. 798 (D. North Dakota, 1987)
The Limited, Inc. v. McCrory Corp.
645 F. Supp. 1038 (S.D. New York, 1986)
G & H Technology, Inc. v. United States
8 Cl. Ct. 572 (Court of Claims, 1985)
CBS, Inc. v. Ahern
108 F.R.D. 14 (S.D. New York, 1985)
In re Consumers Power Co. Securities Litigation
105 F.R.D. 583 (E.D. Michigan, 1985)
Goldman v. Belden
754 F.2d 1059 (Second Circuit, 1985)
Bruns v. Ledbetter
583 F. Supp. 1050 (S.D. California, 1984)
Goldman v. Belden
580 F. Supp. 1373 (W.D. New York, 1984)

Cite This Page — Counsel Stack

Bluebook (online)
98 F.R.D. 733, 1983 U.S. Dist. LEXIS 14718, Counsel Stack Legal Research, https://law.counselstack.com/opinion/goldman-v-belden-nywd-1983.