Panther Partners Inc. v. Ikanos Communications, Inc.

347 F. App'x 617
CourtCourt of Appeals for the Second Circuit
DecidedSeptember 17, 2009
DocketNo. 08-3398-cv
StatusPublished

This text of 347 F. App'x 617 (Panther Partners Inc. v. Ikanos Communications, Inc.) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Panther Partners Inc. v. Ikanos Communications, Inc., 347 F. App'x 617 (2d Cir. 2009).

Opinion

SUMMARY ORDER

Plaintiff Panther Partners Inc. and all others similarly situated (“Panther Partners”) appeals from the March 8, 2008, 538 F.Supp.2d 662, and June 12, 2008, 2008 WL 2414047, orders of the District Court dismissing plaintiffs amended complaint with prejudice, denying leave to amend the complaint, and denying a motion for reconsideration. Plaintiff alleged that defendant Ikanos Communications, Inc. (“Ikanos” or “the company”), along with various directors and underwriters, negligently made false statements in connection with the company’s September 22, 2005 initial public offering and a March 17, 2006 secondary offering in violation of sections 11, 12, and 15 of the Securities Act of 1933. Defendants moved to dismiss the amended complaint for failure to state a claim on which relief can be granted, Fed.R.Civ.P. 12(b)(6), asserting that plaintiff failed to meet the plausibility standard for pleadings under Rule 8 of the Federal Rules of Civil Procedure set forth in Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). The District Court granted this motion to dismiss and denied plaintiff leave to amend. The District Court then denied plaintiffs motion for reconsideration. On appeal, plaintiff asks our Court to consider the following questions: (1) whether the motion to dismiss was improperly granted because the District Court applied a particularity standard, rather than the plausibility standard set forth in Twombly, 550 U.S. 544, 127 S.Ct. 1955, and Ashcroft v. Iqbal, — U.S. -, 129 S.Ct. 1937, 173 L.Ed.2d 868; (2) whether the District Court erred when it denied plaintiffs motion for leave to amend the complaint; and (3) whether the District Court erred when it denied plaintiffs motion for reconsideration. We assume the parties’ familiarity with the facts and procedural history of this case.

Motion To Dismiss

This court reviews de novo a district court’s dismissal of a complaint pursuant to Rule 12(b)(6), “construing the complaint liberally, accepting all factual allegations in the complaint as true, and drawing all reasonable inferences in the plaintiffs’ favor.” Chambers v. Time Warner, Inc., 282 F.3d 147, 152 (2d Cir.2002); see also E & L Consulting, Ltd. v. Doman Indus., 472 F.3d 23, 28 (2d Cir.2006).

Plaintiff argues that the District Court misapplied Twombly, and improperly required pleading with particularity. Plaintiff further asserts that the allegations in the amended complaint support a “plausible” claim sufficient to satisfy the Twombly standard. Under Twombly (and confirmed by Iqbal), Rule 8 requires that a plaintiff allege in its complaint “enough facts to state a claim to relief that is plausible on its face.” Twombly, 550 U.S. at 570, 127 S.Ct. 1955. To meet this standard, plaintiffs must “nudge[ ] their claims across the line from conceivable to plausible.” Id. This requires alleging “enough fact to raise a reasonable expectation that discovery will reveal evidence” to prove the claim. Id. at 556, 127 S.Ct. 1955.

Even applying the standard set forth in Twombly — -a more lenient standard than that which the District Court imposed — we find that the allegations in plaintiff’s amended complaint fail to support a “plausible” claim. Plaintiff’s amended complaint states that (1) “[b]y January 2006, [620]*620Ikanos learned that the VDSL Version Four chips were failing,” Am. Compl. ¶ 49; and (2) “Ikanos determined that the VDSL Version Four chips had a failure rate of 25% [to] 80%, which was extremely high,” Am. Compl. ¶ 51. Learning that some chips were defective would be expected, so the critical question is when Ikanos determined that the failure rate was abnormally high. The amended complaint need not, despite the District Court’s suggestion, allege when Ikanos knew the failure rate was specifically twenty-five to thirty percent. Panther Partners, Inc. v. Ikanos Commc’ns, Inc., 538 F.Supp.2d 662, 673 (S.D.N.Y.2008). Instead, plaintiff needs only allege that Ikanos knew of abnormally high failure rates before the company published the registration statement accompanying its March 2006 secondary offering. As the District Court noted, “[n]o plausibly pleaded fact suggests that Ikanos knew or should have known the scope or magnitude of the defect problem at the time of the Secondary Offering.” Id.

Again, it is worth emphasizing that the District Court order may have required plaintiff to allege facts with more particularity than the Twombly standard requires. The District Court stated that “[p]laintiff must tell the Court what was going on when — and how much the defect experienced actually differed from the norm.” Id. Additionally, the District Court noted, “here there is no pleading as to what a ‘normal’ defect rate is.... ” Id. The plausibility standard would not require that plaintiff assert, for example, exactly when the company knew the difference in defect rates between the VDSL chips and other chips was statistically significant. The plausibility standard, however, does require a statement alleging that they knew of the above-average defect rate before publishing the registration statement.

Although we do not agree that as much specificity is required in pleading as required here by the District Court, our de novo review leads us to the same conclusion as the District Court. Without an allegation in the amended complaint that Ikanos knew of the abnormally high defect rate in the VDSL chips before publishing their registration statement, the amended complaint failed to meet the plausibility requirements of Twombly because it did not allege facts sufficient to complete the chain of causation needed to prove that defendants negligently made false statements Therefore, it was proper for the District Court to dismiss the amended complaint.

Leave to Amend

We review denial of leave to amend under an “abuse of discretion” standard. See, e.g., McCarthy v. Dun & Bradstreet Corp., 482 F.3d 184, 200 (2d Cir.2007) (leave to amend); Devlin v. Transps. Commc’ns Int’l Union, 175 F.3d 121, 131-32 (2d Cir.1999) (motion for reconsideration); cf. Sims v. Blot, 534 F.3d 117, 132 (2d Cir.2008) (“A district court has abused its discretion if it based its ruling on an erroneous view of the law or on a clearly erroneous assessment of the evidence, or rendered a decision that cannot be located within the range of permissible decisions.” (internal citation, alterations, and quotation marks omitted)).

First, it is well established that although leave to amend should be “freely given,” Fed.R.Civ.P. 15(a), there is no rule that every request to amend must be granted. See McCarthy, 482 F.3d at 200.

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Related

McCarthy v. Dun & Bradstreet Corp.
482 F.3d 184 (Second Circuit, 2007)
Bell Atlantic Corp. v. Twombly
550 U.S. 544 (Supreme Court, 2007)
Ashcroft v. Iqbal
556 U.S. 662 (Supreme Court, 2009)
Billy Ray Littlejohn v. Christopher Artuz
271 F.3d 360 (Second Circuit, 2001)
Rombach v. Chang
355 F.3d 164 (Second Circuit, 2004)
Sims v. Blot
534 F.3d 117 (Second Circuit, 2008)
ATSI Communications, Inc. v. Shaar Fund, Ltd.
493 F.3d 87 (Second Circuit, 2007)
Kassner v. 2nd Avenue Delicatessen Inc.
496 F.3d 229 (Second Circuit, 2007)
Panther Partners, Inc. v. Ikanos Communications, Inc.
538 F. Supp. 2d 662 (S.D. New York, 2008)
Chambers v. Time Warner, Inc.
282 F.3d 147 (Second Circuit, 2002)
Joblove v. Barr Labs. Inc.
466 F.3d 187 (Second Circuit, 2005)

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Bluebook (online)
347 F. App'x 617, Counsel Stack Legal Research, https://law.counselstack.com/opinion/panther-partners-inc-v-ikanos-communications-inc-ca2-2009.