In re Select Comfort Corp. Securities Litigation

202 F.R.D. 598, 2001 WL 1019400
CourtDistrict Court, D. Minnesota
DecidedSeptember 4, 2001
DocketNo. CIV. 99-884 DSD/JMM
StatusPublished
Cited by23 cases

This text of 202 F.R.D. 598 (In re Select Comfort Corp. Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, D. Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Select Comfort Corp. Securities Litigation, 202 F.R.D. 598, 2001 WL 1019400 (mnd 2001).

Opinion

DOTY, District Judge.

This matter is before the court on plaintiffs’ motion for class certification. Based upon a review of the file, record and proceedings herein, and for the reasons stated, the court grants plaintiffs’ motion.

BACKGROUND

This action arises out of allegations by the plaintiffs that defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Plaintiffs allege that defendants made a series of false and misleading public statements that either misrepresented or omitted material information relevant to the value of common stock issued under the company’s registration statement and prospectus dated December 4, 1998, and which was declared effective by the Securities Exchange Commission (“SEC”) on December 3, 1998, and filed in connection with Select Comfort’s initial public offering (“IPO”).

In particular, plaintiffs allege that defendants failed to adequately and completely disclose the following information: (1) the dependence of Select Comfort’s sales and revenue growth on the company’s ability to provide its customers favorable credit terms that would not be available in an arms-length transaction; (2) that access to easy credit for Select Comfort’s customers had been effectively eliminated by late November 1998; (3) that Select Comfort began experiencing a decline in sales and revenue as early as November 1998 due to the loss of its ability to provide its customers favorable credit terms; and (4) that access to credit for customers could not be obtained on the same, or as favorable, terms from an independent financing agent so there was no prospect for sales to increase or revenues to grow. (See Pis.’ Mem. Supp. Class Cert, at 2.)

Plaintiffs allege that because none of these material facts were disclosed to investors, the [602]*602price of Select Comfort’s common stock was artificially inflated during the class period and class members who purchased Select Comfort’s common stock during that period did so at artificially inflated prices. (Id.) Plaintiffs further allege that the true status of Select Comfort’s financial condition was not disclosed to the public until a June 8, 1999 press release. (Id.) After that announcement, Select Comfort’s common stock plummeted 43 percent in a sell-off on trading-volume of over 5.6 million shares.1 (Id.)

Pursuant to Rule 23 of Federal Rules of Civil Procedure, plaintiffs move for class certification. Defendants oppose class certification on various grounds including typicality of the claims and adequacy of the proposed representatives, each of'which is discussed fully below. Defendants also assert that plaintiffs are attempting to improperly certify one class for two distinct claims. Plaintiffs, however, respond that they are properly seeking certification of a class consisting of two subclasses comprised of: (1) an IPO subclass;2 and (2) a 10b-5 subclass.3 For the reasons stated the court conditionally certifies the following class of:

All persons and entities, other than defendants and their heirs, successors and assigns and the members of the individual defendants’ immediate families, who: (i) purchased Select Comfort stock issued under and/or traceable to the company’s registration statement/prospectus dated December 4, 1998 which was declared effective by the SEC on December 3, 1998 and filed in connection with Select Comfort’s IPO; or (ii) purchased Select Comfort common stock in the open market during the period December 4, 1998 through June 7, 1999, and who were damaged by defendants’ violations of the federal securities laws.4

DISCUSSION

Class certification is governed by Rule 23 of Federal Rules of Civil Procedure. That rule requires a two step analysis to determine whether a class is appropriate. First, plaintiffs must satisfy the four prerequisites in Fed.R.Civ.P. 23(a) by demonstrating that: (1) the class is so numerous that joinder of all members is impractical (numerosity); (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 interest of the class (adequate representation). Second, the action must satisfy at least one of the three subdivisions of Rule 23(b).5

A. Rule 23(a) Requirements

In order to satisfy the threshold requirements of Rule 23(a), the named plain[603]*603tiffs must establish that the four above-mentioned criteria are met. The court exercises broad discretion in determining whether such criteria are satisfied. See Reiter v. Sonotone Corp., 442 U.S. 330, 345, 99 S.Ct. 2326, 60 L.Ed.2d 931 (1979).

1. Numerosity

Numerosity requires that the proposed class be so numerous that joinder is impractical. Fed.R.Civ.P. 23(a)(1). Courts have typically established no arbitrary or rigid rules regarding the required size of a class, and what constitutes impracticality depends upon the facts of each ease. See Parkhill v. Minnesota Mut. Life Ins. Co., 188 F.R.D. 332, 337 (D.Minn.1999). Factors relevant in assessing the impracticality of joining all class members include the number and geographical dispersion of persons in the class, the nature of the action, the size of the individual claims, the inconvenience of trying individual suits, and any other factor relevant to the impracticability of joining the class members. Paxton v. Union Nat'l Bank, 688 F.2d 552, 561 (8th Cir.1982). The parties do not dispute that the numerosity requirement is met in this matter. (See Def.’s Mem. Opp’n Class Cert, at 15.) Accordingly, the court concludes that the numerosity requirement is satisfied.

2. Commonality Requirement

Rule 23(a)(2) requires that there be “questions of law or fact common to the class.” Fed.R.Civ.P. 23(a)(2). The Eighth Circuit has consistently held that the commonality requirement is satisfied when the legal question linking the class members is substantially related to the resolution of the litigation even though the individuals may not be identically situated. See DeBoer v. Mellon Mortgage Co., 64 F.3d 1171, 1174 (8th Cir.1995) (citing Paxton, 688 F.2d at 561). Factual variances among class grievances will not defeat the commonality requirement so long as the claims arise from a common nucleus of operative facts. Id. See also New-berg on Class Actions § 3.10 (3d ed.1992) (commonality will be found if the defendant has engaged in a “course of conduct that affects a group of persons and gives rise to a cause of action.”).

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Bluebook (online)
202 F.R.D. 598, 2001 WL 1019400, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-select-comfort-corp-securities-litigation-mnd-2001.