In re Unioil Securities Litigation

107 F.R.D. 615, 1985 U.S. Dist. LEXIS 20296
CourtDistrict Court, C.D. California
DecidedApril 29, 1985
DocketNos. CV 84-2359-PAR, CV 84-2400-PAR and CV 84-2496-PAR
StatusPublished
Cited by35 cases

This text of 107 F.R.D. 615 (In re Unioil Securities Litigation) is published on Counsel Stack Legal Research, covering District Court, C.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
In re Unioil Securities Litigation, 107 F.R.D. 615, 1985 U.S. Dist. LEXIS 20296 (C.D. Cal. 1985).

Opinion

MEMORANDUM OF DECISION AND ORDER

RYMER, District Judge.

Pursuant to Fed.R.Civ.P. 23(c)(1), named plaintiffs Jacob Deutsche and Thomas Wilson move for certification of a class of plaintiffs to be defined as follows: All persons who during the period August 18, 1983 through February 3, 1984 purchased the common stock of Unioil on the open market and were damaged thereby, excluding Unioil, J.W. Weller & Co., Howard Bronson & Co., the individual defendants and their heirs, successors, assigns, partners or principals and those who purchased to cover short sales.

Plaintiffs’ first amended complaint alleges a violation of section 10(b) of the Exchange Act of 1934, 15 U.S.C. § 78j(b) arising out of a scheme by defendants artificially to inflate the price of Unioil stock by knowingly and recklessly making false and misleading statements which failed to disclose material adverse facts about Unioil. These statements concerned Unioil’s business prospects, management, revenues, earnings and profits as well as oil and gas discoveries and reserves. The misrepresentations were allegedly made in press releases, annual reports and filings with the S.E.C. Moreover, plaintiffs charge that defendants concealed and failed to disclose other material information about Unioil and it business. Allegedly, after the truth of Unioil’s economic health and proven oil and gas reserves were made known around February 6, 1984, the price of Unioil’s stock dropped from a high of $14.125 per share to $2.50. Plaintiff’s complaint also alleges that defendant Richards, along with other co-conspirators, purchased large amounts of Unioil stock in order to manipulate its price during the class period.

In order to maintain a lawsuit as a class action, the plaintiffs must satisfy each of the four conjunctive criteria set forth in Fed.R.Civ.P. 23(a). Additionally, the action must fall within one of the three subdivisions established in Rule 23(b). Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 163, 94 S.Ct. 2140, 2145, 40 L.Ed.2d 732 (1974). Rule 23(a) provides:

“(a) Prerequisites to a Class Action. One or more members of a class may sue or be sued as representative parties on behalf of all only if (1) the class is so numerous that joinder of all members is impracticable, (2) there are questions of law or fact common , to the class, (3) the claims or defenses of the representative parties are typical of the claims or defenses of the class, and (4) the representative parties will fairly and adequately protect the interests of the class.”

Plaintiffs maintain that the lawsuit is properly brought as a class action under Rule 23(b)(3) because the common questions of law or fact predominate over questions affecting individual members and because of the superiority of the class action device for attaining the fair and efficient adjudication of the controversy.

Plaintiffs bear the burden of establishing that the action may be maintained as a class action. In re Northern District of California, Dalkon Shield IUD Products Liability Litigation, 693 F.2d 847, 854 (9th Cir.1982); Harriss v. Pan American World Airways, Inc., 74 F.R.D. 24, 36 (N.D.Cal.1977). The failure of plaintiffs to [618]*618carry their burden as to any one of the requirements of Rule 23 precludes the maintenance of the lawsuit as a class action. Rutledge v. Electric Hose & Rubber Co., 511 F.2d 668, 673 (9th Cir.1975). Before ordering that a lawsuit may proceed as a class action, the trial court must rigorously analyze whether the prerequisites of Rule 23 have been met. General Telephone Co. of the Southwest v. Falcon, 457 U.S. 147, 102 S.Ct. 2364, 2372, 72 L.Ed.2d 740 (1982). At the same time, it is well recognized that Rule 23 is to' be liberally construed in a securities fraud context because class actions are particularly effective in serving as private policing weapons against corporate wrongdoing. Blackie v. Barrack, 524 F.2d 891, 903 (9th Cir.1975); Ridings v. Canadian Imperial Bank, 94 F.R.D. 147 (N.D.Ill.1982).

The Court’s determination of class certification may not be made to turn on whether the representative plaintiffs have a meritorious claim. Harriss v. Pan American World Airways, Inc., 74 F.R.D. 24, 37 (N.D.Cal.1977), Eisen v. Carlisle & Jacquelin, 417 U.S. 156, 178, 94 S.Ct. 2140, 2152, 40 L.Ed.2d 732 (1974). Instead, “[t]he court is bound to take the substantive allegations of the complaint as true, thus necessarily making the class order speculative in the sense that the plaintiff may be altogether unable to prove his allegations. While the court may not put the plaintiff to preliminary proof of his claim, it does require sufficient information to form a reasonable judgment.” Blackie v. Barrack, 524 F.2d 891, 901 n. 17 (9th Cir.1975). Although inquiry into the merits of plaintiffs’ case is not permitted under Rule 23(b), “the class determination generally involves considerations that are ‘enmeshed in the factual and legal issues comprising the plaintiff’s cause of action.’ ” Coopers & Lybrand v. Livesay, 437 U.S. 463, 98 S.Ct. 2454, 57 L.Ed.2d 351 (1978). Thus, notwithstanding its obligation to take the allegations in the complaint as true, the Court is at liberty to consider evidence which goes to the requirements of Rule 23 even though the evidence may also relate to the underlying merits of the case.

A. Numerosity.

Although whether the class is so numerous as to make joinder impracticable is best analyzed after the Court has determined the scope of the relevant class, Harriss, 74 F.R.D. at 39, plaintiffs estimate that several million shares of Unioil common stock were purchased during the class period. Consequently, the class, as proposed, is estimated to number over one thousand. Defendants do not dispute either the estimated number or the fact that joinder would be impracticable. Other factors, such as the size of individual claims and the geographical dispersion of the potential class members, indicate that joinder would not be feasible. Somerville v. Major Explorations, Inc., 102 F.R.D. 500, 503 (S.D.N.Y.1984). Based on these assumptions, Rule 23(a)(1) is satisfied. See Seigel v. Realty Equities Corp., 54 F.R.D. 420, 424 (S.D.N.Y.1972); Grossman v. Waste Management, Inc., 100 F.R.D. 781 (N.D.Ill.1984).

B. Commonality.

Plaintiffs assert that Unioil’s allegedly false and misleading statements coupled with its failure to disclose the truth constitute a common nucleus of facts to be litigated under Rule 10b-5.

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Bluebook (online)
107 F.R.D. 615, 1985 U.S. Dist. LEXIS 20296, Counsel Stack Legal Research, https://law.counselstack.com/opinion/in-re-unioil-securities-litigation-cacd-1985.