Gunter v. Ridgewood Energy Corp.

164 F.R.D. 391, 1996 U.S. Dist. LEXIS 1003, 1996 WL 42027
CourtDistrict Court, D. New Jersey
DecidedJanuary 29, 1996
DocketCiv. No. 95-438 (WHW)
StatusPublished
Cited by16 cases

This text of 164 F.R.D. 391 (Gunter v. Ridgewood Energy Corp.) is published on Counsel Stack Legal Research, covering District Court, D. New Jersey primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Gunter v. Ridgewood Energy Corp., 164 F.R.D. 391, 1996 U.S. Dist. LEXIS 1003, 1996 WL 42027 (D.N.J. 1996).

Opinion

OPINION AND ORDER

WALLS, District Judge.

This matter comes before the Court on the motion of plaintiffs Patricia Gunter, Hubert Maehr and Anna Bartosh to certify a class pursuant to Federal Rule of Civil Procedure 23.

BACKGROUND

The complaint reveals that the named plaintiffs as well as the putative class members are all investors in a series of oil and gas limited partnerships (the “Ridgewood Partnerships”) framed and promoted by defendants, Ridgewood Energy Corporation, its President and Chairman, Robert E. Swanson, Hall-Houston Oil Company, and its Chief Executive Officer and director, Gary L. Hall. CompLPara. 1, 12, 13. The partnerships held interests in oil and gas leases, and financed well-drilling and the construction of production facilities and pipelines in the United States waters of the Gulf of Mexico. The defendants sold approximately $150,000,-000 worth of interests in the partnerships between 1986 and 1990, to 3,380 investors, many of whom invested in multiple partnerships. Id. at Para. 2; Reply Affidavit of G. Martin Meyers, Exh. A.

The complaint further declares that the defendants disseminated private placement memoranda and program summaries (the “offering materials”) of each partnership which included false and fraudulent statements relating to the profitability of the partnerships. Compl. at Para. 25. Specifically, plaintiffs contend that defendants misrepresented certain projects as having “proven” oil and gas reserves and as being “low risk,” while also exaggerating the results of wells in operation. Id. In addition, defendants allegedly failed to disclose material information about the partnerships at the time of their formation, such as an independent third party appraisal by an engineering firm which reflected reserves substantially less than those ultimately represented by the defendants. Id. at Para. 26. During the life of the partnerships, defendants allegedly fraudulently concealed from the plaintiffs the financial health of the drilling ventures and consequently, of the partnerships themselves. Id. at Para. 30. The last significant act of fraud, according to the plaintiffs, occurred when defendants Ridgewood Energy Corp. and Robert E. Swanson sent plaintiffs a letter, dated June 9, 1994, which advised them to approve the sale of the assets of most of the partnerships to the Apache Corporation (“Apache”). Id. at Para. 33; that letter falsely represented the worth of the partnerships, the benefits of the sale to the plaintiffs, and failed to disclose that certain of the defendants stood to reap considerable gains from the sale. Id.

The complaint demands relief, including damages, costs, attorney’s fees and the imposition of a constructive trust, pursuant to: 1) 18 U.S.C. § 1961-1968 (the Racketeer Influenced and Corrupt Organizations Act [“RICO”]); 2) 15 U.S.C. § 78j(b) and 78t (the Securities and Exchange Act of 1934, Sections 10(b) and 20(a)) and 17 C.F.R. § 240.10b-5 (Rule 10b-5 promulgated under the Act); and 3) state law causes of action premised on fraud and deceit, breach of fidu[394]*394ciary duties, and negligent misrepresentation.

DRILLING AND COMPLETION

1986-1

1986-11

1986 — III

1986-IV

1986- V

1987- 1

1987-11

1987 — III

1987-IV

1987- V

1988- 1

1988-11

1988 — III

1988- IV

1989- 1

1989-11

1989 — III

The named plaintiffs seek certification of the class of all investors of the following partnerships:

LEASEBANK
LEASEBANK II LEASEBANK III LEASEBANK IV LEASEBANK V
PIPELINE
PIPELINE II
EQUITY INCOME
EQUITY INCOME, L.P.

Plaintiff Anna Bartosh invested in the following funds: 1988-1, 1988-11, 1989-1, Lease-bank II, Leasebank III, Leasebank V, and Equity Income, L.P. Plaintiff Hubert Maehr invested in: 1987-IV, Leasebank IV, and Leasebank V. Plaintiff Patricia Gunter invested in: 1987-IV, Leasebank III, Lease-bank IV, and Leasebank V. See Brief of Defendants Gary Hall and Hall-Houston at 9.

These plaintiffs, who have invested in 9 different Ridgewood Partnerships, seek certification of the class of all investors in 23 Ridgewood Partnerships.

DISCUSSION

Federal Rule of Civil Procedure 23 provides that class actions may be maintained only if: 1) the class is so numerous that joinder of all members is impracticable (“nu-merosity”); 2) there are questions of law or fact common to the class (“commonality”); 3) the claims or defenses of the representative parties are typical of the claims or defenses of the class (“typicality”); and 4) the representative parties will fairly and adequately protect the interests of the class (“adequacy”). Fed.R.Civ.P. 23(a). Plaintiffs requesting certification of a class praying for damages must also show that 1) the questions of law or fact common to the members of the class predominate over any questions affecting only individual members, and 2) a class action is superior to other available methods for the fair and efficient adjudication of the controversy. Fed.R.Civ.P. 23(b)(3).

The Third Circuit has found that “[cjlass actions are a particularly appropriate and desirable means to resolve claims based on the securities laws, ‘since the effectiveness of the securities laws may depend in large measure on the application of the class action device ... the interests of justice require that in a doubtful case ... any error, if there is to be one, should be committed in favor of allowing a class action.’ ” Eisenberg v. Gagnon, 766 F.2d 770, 785 (3d Cir.1985) (citations omitted). This Court has followed the direction of the appeals court and has resolved any doubts as to the propriety of certification in favor of allowing the class action. Accordingly, although not inexorably, the motion of plaintiffs is granted.

This opinion discusses each of the Rule 23 requirements, and explains how the Court reached its conclusion.

Rule 23(a)

1. Numerosity

The class that plaintiffs seek to certify includes all investors in 23 Ridgewood [395]*395Partnerships. According to Ridgewood, the total number of investors was 3,380, although some investors purchased interests in more than one partnership and hence the actual class may be somewhat smaller.

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Bluebook (online)
164 F.R.D. 391, 1996 U.S. Dist. LEXIS 1003, 1996 WL 42027, Counsel Stack Legal Research, https://law.counselstack.com/opinion/gunter-v-ridgewood-energy-corp-njd-1996.