Pearlstein v. Blackberry Ltd.

93 F. Supp. 3d 233, 2015 WL 1137519
CourtDistrict Court, S.D. New York
DecidedMarch 13, 2015
DocketNo. 13-CV-7060 (TPG)
StatusPublished
Cited by16 cases

This text of 93 F. Supp. 3d 233 (Pearlstein v. Blackberry Ltd.) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Pearlstein v. Blackberry Ltd., 93 F. Supp. 3d 233, 2015 WL 1137519 (S.D.N.Y. 2015).

Opinion

OPINION

THOMAS P. GRIESA, District Judge.

Plaintiffs bring this action against mobile technology manufacturer BlackBerry Limited and its former officers for securities fraud relating to the release of defendants’ new BlackBerry 10 operating system and series of smartphones. Plaintiffs allege that defendants attempted to conceal the poor performance of the BlackBerry 10 devices in order to artificially inflate the company’s stock price. Defendants move to dismiss the Consolidated Amended Class Action Complaint (“the complaint” or “CAC”). Defendants’ motion to dismiss is granted because plaintiffs have failed to plausibly allege that defendants made misrepresentations or omissions of material fact, and have failed to show that defendants acted with scienter.

Factual Allegations

Plaintiffs purchased BlackBerry Limited stock between March 28, 2013 and September 20, 2013 (the “Class Period”). CAC ¶ 1. BlackBerry Limited, formerly Research in Motion Limited, was at one point a leading smartphone manufacturer. CAC ¶ 3. It was one of the first companies to release a mobile device integrating electronic mail and messenger capabilities. CAC ¶ 3. From 2002 through 2007, BlackBerry came to dominate the smartphone market in the United States, accounting for one-third of all smart devices sold. CAC ¶4. In 2007, however, competing technology company Apple Inc. introduced the first iPhone, a smartphone offering a fully internet-capable browser. CAC ¶ 5. Over the next several years, BlackBerry lost market share to Apple Inc. and other companies offering technologically superi- or products. CAC ¶ 5. In an effort to reverse its decline in the smartphone market, BlackBerry began to develop a new series of smartphones running a new operating system, BlackBerry 10. CAC ¶ 8. The BlackBerry Z10 would be an all-touchscreen device, and the Q10 would have a physical keyboard. BlackBerry put all of its resources into the new BlackBerry 10 devices, counting on them to reverse the company’s losses and bring a return to profitability. CAC ¶¶ 9-13.

In January of 2013, BlackBerry debuted the new Z10 smartphone in some foreign markets. CAC ¶¶ 15-16. Soon after the debut, a number of foreign news media outlets began reporting that the phone was being sold at a discount in response to [237]*237poor sales. CAC ¶ 16. BlackBerry released its Z10 smartphones in the United States on March 28, 2013. CAC ¶ 54. That date marks the beginning of the Class Period, which ran until September 20, 2013. CAC ¶ 1. The ZlO’s domestic performance was poor, leading the devices to be sold at a discount. CAC ¶¶ 19-22. Nevertheless, defendants made a number of positive statements about the devices in their public filings, press releases, and earnings calls. CAC ¶¶ 41-119. The Class Period ended on September 20, 2013, when BlackBerry issued a press release stating that it expected to report a charge against inventory of approximately $930 million, attributable to the Z10 devices. CAC ¶ 116. BlackBerry’s stock price fell from $10.52 per share to $8.01 per share by the end of September. CAC ¶ 117.

Plaintiffs allege that during the Class Period defendants made a number of misrepresentations to conceal the poor performance of the BlackBerry 10 smart-phones. See CAC ¶¶ 16-19. Plaintiffs further allege that defendants: (1) violated generally accepted accounting principles (“GAAP”); and (2) failed to disclose to the SEC that BlackBerry devices, although shipped, were not being sold through to end customers. CAC ¶ 66, 109. Plaintiffs claim that defendants took these actions, either knowingly or recklessly, in order to “return the Company as a meaningful competitor in the mobile arena” and to ensure that corporate officers would continue in their employment and receive performance-based compensation. CAC ¶¶ 125, 128-132. These actions purportedly increased BlackBerry’s stock price and led market analysts to overstate the company’s value, causing plaintiffs and other investors to purchase the stocks at inflated prices. CAC ¶¶ 140, 146. Plaintiffs allege that BlackBerry’s share price fell once the truth of defendants’ fraud came to light, causing them economic losses. CAC ¶ 138.

A. Defendants’ Alleged Misrepresentations and Omissions.

Plaintiffs allege that during the Class Period defendants issued press releases, made public statements, and filed financial reports misrepresenting the true performance of the BlackBerry 10 devices. These alleged misrepresentations occurred on four dates in the spring and summer of 2013.

1. The March 28, 2013 Financial Form, Press Release, and Earnings Call.

March 28, 2013 plays a central role in the events described in the complaint. On that date, BlackBerry filed its annual report on Form 40-F with the SEC for the 2013 fiscal year. CAC ¶ 41. BlackBerry also issued a press release describing the previous year’s performance. CAC ¶¶ 43. Finally, defendant Thorstein Heins (“Heins”), then president and CEO of BlackBerry, participated in an earnings call to discuss the 2013 fiscal year. CAC ¶ 45.

BlackBerry’s 40-F annual report described the company’s revenue recognition strategy, stating that “The Company recognizes revenue when it is realized or realizable and earned.” CAC ¶ 67. The report also stated, “Successfully transitioning to BlackBerry 10, the Company’s next generation BlackBerry platform ... the launch of BlackBerry 10 in January 2013 marked the beginning of the organization’s transition to becoming a leading mobile computing organization.” CAC ¶ 41. Finally, the form disclosed that BlackBerry held $603 million in inventory after “including the determination of obsolete or excess inventory....” CAC ¶ 91.

The March 28, 2013 press release announced BlackBerry’s fourth quarter and year-end results for the 2013 fiscal year. [238]*238The press release quoted Heins as saying, “We have implemented numerous changes at BlackBerry over the past year and those changes have resulted in the Company returning to profitability in the fourth quarter.” CAC ¶ 43. In regard to the BlackBerry 10 devices, Heins said: “Customers love the device and the user experience and our teams ... are now focused on getting those devices into the hands of ... customers.” CAC ¶ 43. The press release also announced revenues from the fourth quarter of $2.7 billion, with 61% of those revenues coming from hardware. CAC ¶ 79.

Finally, defendant Heins participated in an earnings call discussing BlackBerry’s performance in the previous fiscal year. CAC ¶ 45. Heins said: “The initial early global demand for the [BlackBerry] 10 has been better than anticipated, and our recent announcement of the largest single purchase order in our history, for 1 million units, is also indicative of a strong initial support and demand.” CAC ¶ 45.

2. The April 12, 2013 Press Release.

On April 11, 2013, a Wall Street Journal blog reported that, according to research and investment firm Detwiler Fenton, customer returns of the BlackBerry Z10 were outnumbering sales, “a phenomenon we have never seen before.” CAC ¶ 48. BlackBerry responded to this blog posting by issuing a “strongly-worded press release.” ' CAC ¶ 49. The press release quoted defendant Heins as saying “sales of the BlackBerry Z10 are meeting expectations and the data we have collected .... demonstrates that customers are satisfied with their devices-Return rate statistics show that we are at or below our forecasts-” CAC ¶ 49.

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93 F. Supp. 3d 233, 2015 WL 1137519, Counsel Stack Legal Research, https://law.counselstack.com/opinion/pearlstein-v-blackberry-ltd-nysd-2015.