In re Priceline.com Inc. Securities Litigation

236 F.R.D. 89, 2006 WL 908448
CourtDistrict Court, D. Connecticut
DecidedApril 4, 2006
DocketNo. 3:00CV01884 (DJS)
StatusPublished
Cited by12 cases

This text of 236 F.R.D. 89 (In re Priceline.com Inc. Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, D. Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Priceline.com Inc. Securities Litigation, 236 F.R.D. 89, 2006 WL 908448 (D. Conn. 2006).

Opinion

MEMORANDUM OF DECISION

SQUATRITO, District Judge.

Lead plaintiffs bring this action on behalf of members of a putative class of persons who purchased or otherwise acquired securities of priceline.com Inc. (“Priceline”) between January 27, 2000 and October 2, 2000, pursuant to Sections 10(b), 15 U.S.C. § 78j(b), and 20(a), 15 U.S.C. § 78t, of the Securities Exchange Act of 1934 (“the Exchange Act”), as amended by the Private Securities Litigation Reform Act of 1995 (“PSLRA”), 15 U.S.C. §§ 78a-78mm, and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, against Priceline, Jay S. Walker, N.J. Nicholas, Daniel H. Schulman, and Richard S. Braddock. Lead plaintiffs now seek certification of the proposed class, which motion is GRANTED.

I. BACKGROUND

A. CLASS CLAIMS

The following is a summary of the facts constituting the basis for plaintiffs’ claims. Defendant Priceline is publicly-traded Delaware corporation, with its principal place of business in Norwalk, Connecticut. The individual defendants were key managers of Priceline. Walker founded Priceline, and at all relevant times was Priceline’s Vice Chairman of the Board of Directors. Schulman was Prieeline’s Chief Operating Officer from June of 1999 through June 15, 2000, when he became Priceline’s President and CEO. At all relevant times, Schulman served as a director of Priceline. Braddock was Priceline’s CEO from July of 1998 through June 15, 2000, when Schulman took over as CEO, and, at all relevant times, he served as Priceline’s Chairman of the Board. Nichols was a director of Priceline. Plaintiffs are individuals and companies who allegedly suffered damages from the defendants’ actions. Plaintiffs allege that defendants’ false and misleading statements inflated the value of Priceline’s stock to the benefit of the defendants and other company insiders and to the detriment of the plaintiffs.

Plaintiffs allege that the defendants made false and misleading statements about Price-line’s business model, financial status, and future prospects. Priceline pioneered a “Name Your Own Price” pricing system (hereinafter “Priceline’s business model” or “business model”), which is a type of demand collection system that allows consumers to make an offer to purchase items such as airline tickets. Having collected the consumer demand in the form of an offer, Priceline then matches the offer with a seller willing to discount the item in order to fill excess capacity, which, with respect to airline tickets, averages about 700,000 unfilled seats per day. Priceline principally applied its business model to the sale of airline tickets, hotel rooms, and ear rentals. Customers use Priceline’s services through the Internet, and Priceline relies heavily on computer systems to implement its business model.

Plaintiffs allege that, in late 1999, defendants realized that in order to sustain Priceline’s current stock value and become profitable, Priceline’s business model must be applied to different markets beyond the travel market. In furtherance thereof, Priceline licensed its business model to the priceline.com WebHouse Club (“Web-House”) in November of 1999. Jay Walker founded WebHouse, and the two principal investors were Walker Digital, which owned 34% of WebHouse’s stock on March 30, 2000, and Vulcan Ventures. Walker Digital also owned 35% of Priceline stock, and Jay Walker owned 34.1% of Walker Digital stock.

[93]*93WebHouse applied Prieeline’s business model to groceries, which allowed customers to bid for items, charge the items at a discount to their credit cards, and then take delivery of the groceries at a local store. In exchange for the license to use Priceline’s business model, WebHouse was obligated to pay Prieeline royalties based upon its revenue, and Prieeline received warrants to purchase a majority equity stake in WebHouse (77.5%) at the price of $3.00 per share under certain conditions. On its financial statements, Prieeline valued the warrants at $188.8 million; Prieeline did not include financial information about WebHouse in its own financial statements.

Following the introduction of WebHouse, during the beginning of the year 2000, plaintiffs allege that trouble began to befall Price-line and WebHouse. In the fall of 2000, the value of Priceline’s stock plunged in the wake of certain damaging announcements. On September 27, 2000, Prieeline announced that, due to weakness in the sale of airline tickets, the company would be unable to meet projections for its most recent quarter. Further, on October 5, 2000, Prieeline announced that it would be winding down WebHouse’s affairs during the next ninety days because “management determined it would be unlikely to raise substantial capital next year that would be required to complete its business plan and achieve profitability.” (Dkt.#36, H159). Prieeline also publicly stated that it would take a non-cash loss of $188.8 million in its third quarter of 2000 financial report in order to account for the cessation of Web-House’s operations. On November 3, 2000, Prieeline announced that the terms of warrants it had issued to Delta, one of its principal suppliers, had been amended; Prieeline accounted for the renegotiation of the terms of the Delta warrants by taking a loss of $9 million in its fourth quarter of 2000 financial report.

Plaintiffs claim that defendants made several false or misleading statements regarding the events previously discussed. The underlying premise of plaintiffs’ allegations is that Prieeline held WebHouse out to be a success despite the fact that defendants had information in their possession indicating that WebHouse would not be able to continue to operate. Specifically, plaintiffs allege that defendants knew by January 27, 2000 that participating companies would not offer discounts to WebHouse customers at a level that could sustain WebHouse’s growth. Because the grocery manufacturers would not provide the customer discounts, WebHouse would be forced to pay the discounts itself, which would cause its financial ruin. Plaintiffs allege that defendants misrepresented the level of manufacturer participation and the prospects of manufacturers’ deciding to participate. If, as plaintiffs allege, defendants knew that WebHouse would not succeed, defendants’ statements relating to WebHouse’s, and derivatively Prieeline’s, success as well as statements in Priceline’s financial statements valuing Priceline’s warrants to purchase an interest in WebHouse are false or misleading.

B. CLASS DEFINITION

Plaintiffs seek to certify a class of “all persons who purchased or otherwise acquired securities of priceline.com, Inc. (“Prieeline,” “PCLN” or the “Company”) from January 27, 2000 to October 4, 2000.” (Dkt. # 36 H1). Defendants, citing Dura Pharmaceuticals, Inc. v. Broudo, 544 U.S. 336, 125 S.Ct. 1627, 161 L.Ed.2d 577 (2005), argue that the class definition should be narrowed to those persons who both purchased Prieeline shares after January 27, 2000 and then sold those shares after October 5, 2000, which is the date the winding-down of Web-House became public. In

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Bluebook (online)
236 F.R.D. 89, 2006 WL 908448, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-pricelinecom-inc-securities-litigation-ctd-2006.