Moore v. Keegan Management Co.

154 F.R.D. 237, 1994 U.S. Dist. LEXIS 8737
CourtDistrict Court, N.D. California
DecidedMarch 31, 1994
DocketCiv. Nos. 91-20084 SW, 91-20141 SW
StatusPublished
Cited by7 cases

This text of 154 F.R.D. 237 (Moore v. Keegan Management Co.) is published on Counsel Stack Legal Research, covering District Court, N.D. California primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Moore v. Keegan Management Co., 154 F.R.D. 237, 1994 U.S. Dist. LEXIS 8737 (N.D. Cal. 1994).

Opinion

ORDER IMPOSING SANCTIONS

SPENCER WILLIAMS, District Judge.

Plaintiffs brought this class action against Defendant Keegan Management Company and others (“Defendants”) alleging that Defendants’ prospectus contained a misrepresentation or omitted material facts in violation of federal securities laws. On May 29, [239]*2391992, this Court granted Defendants’ motion for summary judgment because Plaintiffs were unable to produce evidence sufficient to support their claims. In its Order of May 29, 1992, this Court expressed serious doubts as to whether Plaintiffs had any evidence on which to base this action when it was first filed. See Order of May 29, 1992, 18:10-17. Subsequently, the Court advised the parties that it would consider sua sponte whether sanctions are warranted. For the reasons expressed below, the Court concludes that they are.

BACKGROUND

The following statement of facts is taken from this Court’s Order of May 29,1992, 794 F.Supp. 939, granting Defendants’ motion for summary judgment:

In December 1989, Defendant Keegan Management Company (“Keegan”) was the largest franchisee of Nutri/System Weight Loss Centers (“Nutri/System”) in the United States, operating some 64 of those centers in the San Francisco Bay Area and other locations. On December 20, 1989, Keegan made an initial public offering (“IPO”) of stock, selling 1.25 million shares to its broker-dealer H.J. Meyers & Co. (“Meyers”) for $7 per share. Meyers, in turn, resold the shares to the public, pursuant to a prospectus filed on Form S-l with the Securities and Exchange Commission.

Within months of the IPO, events took a sharp turn for the worse for Keegan. In early 1990, allegations began to emerge that various weight loss programs, including the Nutri/System program, caused or contributed to gallbladder problems. These allegations were first raised in several personal injury lawsuits filed against Nutri/System in Florida. They subsequently gained nationwide exposure when Congress began a series of hearings relating to the safety of diet plans in March 1990.

Not unexpectedly, Keegan experienced a downturn in client signups. This downturn led to a decline in profits and Keegan’s decision in May 1990 to sell 31 of its Nutri/System centers. By August 1990, Keegan was itself a defendant in Nutri/System personal injury lawsuits, and its stock had plunged an average of ten dollars per share.

After suffering substantial losses, Keegan shareholders Michael Moore and John Vislocky filed the first of these two, now consolidated, class action lawsuits in February 1991. Conceding that Defendants disclosed the existence and impact of this negative publicity in April 1990, Plaintiffs charged that Defendants knew, or were reckless in not knowing, about these matters much earlier. Specifically, Plaintiffs alleged that, prior to the IPO, Defendants were aware of information calling into question the safety of the Nutri/System program, but they failed to warn investors in their issuing prospectus of these potential health risks or the potential for personal injury litigation against Keegan.

On May 29, 1992, this Court granted Defendants’ motion for summary judgment because the information that was allegedly omitted from the prospectus was either not “material” or not available to Defendants prior to the initial public offering (“IPO”). Plaintiffs claimed that Defendants knew of or recklessly ignored information suggesting a link between their Nutri/System diet plan and gallbladder disease. On summary judgment however, Plaintiffs produced no evidence that such information was available prior to the IPO. Instead, Plaintiffs produced evidence of only marginally relevant information, which this Court found to be immaterial.

In its conclusion to the Order of May 29, 1992, the Court stated:

The Court’s analysis, which Plaintiffs must have expected, raises a disturbing question: on what evidentiary basis did plaintiffs and their attorneys see fit to file their complaint in the first place? A mere drop in the value of stock is not sufficient. Did Plaintiffs’ attorneys view the complaint as a ticket in the discovery lottery, where the odds of discovering real fraud are one-in-fifty, but where one almost always wins a settlement? The Court hopes not.
Fortunately, the summary judgment procedure allows parties to cut through a groundless complaint or untenable defense and thereby eliminate the heavy expense of preparing for trial. This procedure also serves to thwart the practice of prosecuting a case solely in order to obtain a “ransom settlement”: one based not on the value of the case, but on the costs of [240]*240defending it. To achieve these goals, however, the court must peer beyond the hyperbolic arguments of the attorney opposing summary judgment and closely examine the evidence itself. As the above analysis demonstrates, by expending this effort at summary judgment the court can avoid the much greater cost of taking a meritless case to trial.

Order of May 29, 1992, at 946.

Seizing upon this language, Defendants moved for sanctions against Plaintiffs and their attorneys, seeking to recover the $900,-000 they spent defending this matter. However, Defendants withdrew this motion as part of the stipulated dismissal, which this Court approved on March 31, 1993.

DISCUSSION

I. LEGAL STANDARD

The Court has several mechanisms available to discipline attorney misconduct: (1) Rule 11 of the Federal Rules of Civil Procedure; (2) 28 U.S.C. § 1927; and (3) its inherent power.

Fed.R.Civ.P. 11 states in pertinent part: The signature of an attorney or party constitutes a certificate by the signer that the signer has read the pleading, motion, or other paper; that to the best of the signer’s knowledge, information, and belief formed after reasonable inquiry it is well grounded in fact and is warranted by exists ing law, or a good faith argument for the extension, modification or reversal of existing law, and that it is not “interposed for any improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost of litigation.1

If a pleading, motion of other paper is signed in violation of the rule, the court is required to impose “an appropriate sanction.”2

The court uses an objective reasonableness test to determine whether a Rule 11 violation has occurred. Zaldivar v. City of Los Angeles, 780 F.2d 823, 829 (9th Cir.1986). Under this standard, a complaint violates Rule 11 “if a competent attorney, after reasonable inquiry, could not form a reasonable belief that the complaint was well founded in fact.” Greenberg v. Sala, 822 F.2d 882, 887 (9th Cir.1987).

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154 F.R.D. 237, 1994 U.S. Dist. LEXIS 8737, Counsel Stack Legal Research, https://law.counselstack.com/opinion/moore-v-keegan-management-co-cand-1994.