Marsden v. Select Medical Corp.

246 F.R.D. 480, 2007 U.S. Dist. LEXIS 79450, 2007 WL 3145338
CourtDistrict Court, E.D. Pennsylvania
DecidedOctober 25, 2007
DocketCivil Action No. 04-cv-4020
StatusPublished
Cited by8 cases

This text of 246 F.R.D. 480 (Marsden v. Select Medical Corp.) is published on Counsel Stack Legal Research, covering District Court, E.D. Pennsylvania primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Marsden v. Select Medical Corp., 246 F.R.D. 480, 2007 U.S. Dist. LEXIS 79450, 2007 WL 3145338 (E.D. Pa. 2007).

Opinion

MEMORANDUM AND ORDER

JOYNER, District Judge.

Via the motion now pending before this Court, Plaintiffs move for class certification. For the reasons outlined below, the motion shall be GRANTED.

FACTS AND PROCEDURAL HISTORY

Plaintiffs, on behalf of themselves and a class of similarly situated purchasers of the securities of Defendant Select Medical Corp. (“Select”), a healthcare provider specializing in long-term care hospital facilities, brought suit to recover for alleged violations of the Securities Exchange Act of 1934 (the Exchange Act). In their Amended Complaint, Plaintiffs claimed that Select had engaged in improper Medicare abuses which masked otherwise declining revenues and a deteriorating financial condition.1 More specifically, the Amended Complaint stated that Defendants had used a “hospital-within-hospital” (“HIH”) model “to improperly influence ‘host hospitals’ to make highly profitable referrals to Select’s hospitals which resulted in substantial increases in the Company’s Medicare reimbursements and strong growth and financial and operational performance report[483]*483ed to Select’s public shareholders.” (Am. Compl. ¶ 2). Plaintiffs alleged that Defendants made materially misleading statements and omitted material information regarding proposed regulatory changes that would seriously curtail that practice, the means by which revenue was being generated, and the adequacy of internal accounting controls.

After reconsideration of our original denial of Defendants’ Motion to Dismiss, we granted that Motion in part and dismissed those theories based on improper revenue generation and inadequacy of internal controls for failure to state a claim under Section 10(b) of the Exchange Act. Plaintiffs’ claim for securities fraud based on misrepresentations and omissions related to the Medicare regulatory changes remains.

Plaintiffs now bring this Motion to certify a class of “All persons who purchased the securities of Select Medical Corp. (‘Select’ or the ‘Company’) between July 29, 2003 and May 11, 2004, inclusive, and were damaged thereby.”

DISCUSSION

Standard of Review

A party moving for class certification bears the burden of proving that the proposed class satisfies the requirements of Fed.R.Civ.P. 23(a) and can be maintained under at least one of the categories enumerated in Fed.R.Civ.P. 23(b). See Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 613-14, 117 S.Ct. 2231, 138 L.Ed.2d 689 (1997). For purposes of class certification, a court must accept the substantive allegations in the plaintiffs complaint as true. Chiang v. Veneman, 385 F.3d 256, 262 (3d Cir.2004); see also Thomas v. SmithKline Beecham Corp., 201 F.R.D. 386, 393 (E.D.Pa.2001). However, it is inappropriate for a court to inquire into the merits of the ease at the class certification stage. Chiang, 385 F.3d at 262. Furthermore, “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); see also Behrend v. Comcast Corp., 2007 WL 2972601, at *2 (E.D.Pa. Oct.10, 2007).

Rule 23(a) imposes four prerequisites to class certification. The moving party must show that (1) the prospective class is so numerous that joinder of all members would be impracticable, (2) there are questions of law or fact common to the class, (3) the class representatives’ claims and defenses are typical of the claims or defenses of the class, and (4) the class representatives can fairly and adequately protect the interests of the class. Fed.R.Civ.P. 23(a).

If the four elements of Rule 23(a) are satisfied, a class action is maintainable only if (1) the prosecution of separate actions would create a risk of inconsistent adjudications or adjudications prejudicial to the rights of non-party class members, (2) the party opposing the class has acted or refused to act on grounds generally applicable to the class, or (3) the court finds that the questions of law or fact common to the class members predominate, and finds that a class action is superior to other methods of adjudicating the controversy. Fed.R.Civ.P. 23(b).

Defendants do not dispute that the class meets the numerosity and commonality requirements. Rather, they argue that the class representatives are inadequate and that rule 23(b) is not satisfied because individual questions of fact predominate and the class action is not a “superior” method for adjudicating these issues. Even though only some issues are disputed, however, we must examine the record to determine whether all the prerequisites of Rule 23(a) are satisfied, as well as one of the requirements of Rule 23(b). See Gen. Tel. Co. of Southwest v. Falcon, 457 U.S. 147, 161, 102 S.Ct. 2364, 72 L.Ed.2d 740 (1982).

Analysis

A. FRCP 23(a) Requirements

1. Numerosity

Rule 23(a)(1) dictates that a potential class must “be so numerous that joinder of all members is impracticable.” The Third Circuit has held that “[n]o minimum number of plaintiffs is required to maintain a suit as a class action, but generally if the named plaintiff demonstrates that the potential number of plaintiffs exceeds 40, the first prong of [484]*484Rule 23(a) has been met.” Stewart v. Abraham, 275 F.3d 220, 226-27 (3d Cir.2001). The numerosity test also requires that a court evaluate the practicability of joinder by considering not only the size of the putative class, but also the geographic location of its members, and the relative ease of member identification. Graveley v. City of Philadelphia, No. 90-3620, 1997 WL 698171 at *4 (E.D.Pa. Nov.7, 1997).

Plaintiffs have shown that the potential class is so numerous that joinder would be impracticable. During the class period, Select Medical stock was actively traded on the New York Stock Exchange (NYSE), with the number of outstanding shares during this time averaging approximately 75 million. There are at least hundreds, if not thousands, of investors who traded the stock during that time, and they are likely very geographically dispersed, given that the stock traded on the NYSE. Joinder of all of these investors in one action would be impracticable, and thus the numerosity requirement is satisfied. See In re Vicuron Pharmaceuticals, Inc. Securities Litigation, 233 F.R.D. 421, 425 (E.D.Pa.2006) (finding numerosity satisfied where putative class included an unknown number of investors trading defendants’ stock on NASDAQ).

2.

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Bluebook (online)
246 F.R.D. 480, 2007 U.S. Dist. LEXIS 79450, 2007 WL 3145338, Counsel Stack Legal Research, https://law.counselstack.com/opinion/marsden-v-select-medical-corp-paed-2007.