Queen Uno Ltd. Partnership v. Coeur D'Alene Mines Corp.

183 F.R.D. 687, 1998 U.S. Dist. LEXIS 19979, 1998 WL 902401
District Court, D. Colorado·Decided December 15, 1998·No. No. 97-WY-1431-CB·Published·Cited by 14 cases

Opinion

ORDER GRANTING PLAINTIFFS’ MOTION FOR CLASS CERTIFICATION

BRIMMER, District Judge.

Plaintiffs have moved for class certification under Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure on behalf of all persons who purchased or otherwise acquired Coeur d’Alene Mines- Corporation’s (the “Company”) common stock, MARCs or 6 3/8% convertible debentures between January 9, 1995, and July 11, 1996. This proposed Plaintiffs’ class would exclude Defendants, members of their families and any [690]*690entity in which any Defendant has an interest. For the reasons that follow, IT IS ORDERED that Plaintiffs’ motion for class certification is GRANTED.

Background

The Company is an Idaho corporation that explores, develops and operates silver and gold mining properties in the United States, Chile, and New Zealand. Between 1991 and 1994, the Company consistently lost money due to its substantial interest payments associated with its debt. Plaintiffs allege that in a desperate attempt to raise operating capital to bolster its operating results, Defendants engaged in an unlawful and fraudulent scheme to inflate the Company’s stock price, reduce its operating losses, and create the false impression that the Company had returned to profitability in 1995. In doing so, Plaintiffs contend that Defendants violated Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934 and Rule 10b-5.

Plaintiffs allege that to carry out their scheme, Defendants began publicly disseminating false and misleading statements regarding the Company’s current and future prospects. These statements caused the Company’s stock price to rise. This rise in the stock price allegedly enabled the Defendants to rearrange their capital structure and reduce their interest payments substantially, strengthen its balance sheet, pursue acquisitions of other companies, sell $150 million of the Company’s securities to the public, and collect large bonus payments at year-end 1994 and 1995.

The acquisition of the Golden Cross mine from Cypress Amax Minerals Company was central to Deféndant’s alleged scheme. On April 30, 1993, Defendants purchased the mine for more .than $50 million. This mine is in New Zealand. Throughout the proposed class period, Defendants touted the success of the mine as a key factor in the Company’s expected return to profitability. But at the same time, Defendants allegedly knew of significant structural problems that threatened the continued operation of the mine. The Company never revealed this material adverse information.

Plaintiffs also allege that Defendants made false statements about conditions and prospects of the Company’s Fachinal mine in Chile. These statements included: (1) that the mine would be completed on time and under budget in October 1995; (2) that the mine would begin commercial production in late 1995; and (3) that the mine would produce 41,000 to 45,000 ounces of gold in 1996. However, at the time the Company allegedly made these statements, the Company knew that they were having trouble in accomplishing these tasks. In particular, they were well aware that the mine would go into production much later than announced, that it would not produce the gold expected in the near future, and that the mine would not be profitable.

These statements, along with others, allegedly inflated the stock price to $25 3/4 per share, an all time high. But on July 10,1996, the Defendants disclosed the nature of the problems associated with the Golden Cross Mine and wrote off its entire value, over $50 million. The Company also admitted that the Fachinal mine would never reach commercial production in 1996 along with other substantial problems. Upon these statements, the stock price plummeted to $15 1/2 per share.

Analysis

In general, class actions are the favored method of litigating securities fraud actions in which numerous plaintiffs are involved. See Schwartz v. Celestial Seasonings, Inc., 178 F.R.D. 545, 550 (D.Colo.1998) (citation omitted). Indeed, certification is not irreversible and the Court may alter or amend it before a decision on the merits. See id. “This power to change the class certification decision has encouraged many courts to be quite liberal in certifying a class when that decision is made at an early stage, noting that the action always can be decertified or the class description altered if later events suggest it is appropriate to do so.” Id. (citations omitted).

Under Rule 23(a) of the Federal Rules of Civil Procedure, the plaintiffs must satisfy four prerequisites to certify a class. First, the class must be so numerous that joinder of all members is impracticable (“Nu-[691]*691merosity”). Second, there must be questions of law or fact common to the class (“Commonality”). Third, the claims or defenses of the representative parties must be typical of the claims or defenses of the class (“Typicality”). And fourth, the representative parties must fairly and adequately protect the interests of the class (“Adequate Representation”).

Second, Plaintiffs must establish that the case fits within one of the three subcategories of Rule 28(b). In this ease, Plaintiffs have moved to certify the class under Rule 23(b)(3) which requires a showing that questions of law and fact common to the class predominate over any questions affecting only individual members, and that the class action device is superior to other methods in which to adjudicate the case. See F.R.C.P. 23(b) (1998).

I. 23(a) ANALYSIS

A. Numerosity

Courts generally assume that the numerosity requirement is met in eases involving nationally traded securities. See In re Intelcom Group, Inc., 169 F.R.D. 142, 148 (D.Colo.1996). The Company’s stock is traded on the New York and Pacific Stock Exchanges. During the class period, the Company had millions of shares of stock outstanding. This stock was owned by hundreds, if not thousands, of shareholders. The shareholders are so geographically dispersed that joinder is impracticable. The numerosity requirement is thus easily satisfied here.

B. Commonality

Commonality is also satisfied here. Indeed, the defendants have not disputed that the plaintiffs have satisfied this element. The commonality requirement does not demand that all questions of law or fact at issue be common, it only requires that significant common issues of law or fact exist. See Cook v. Rockwell Int’l Corp., 151 F.R.D. 378, 385 (D.Colo.1993) (citation omitted).

Here the plaintiffs have set out a common course of conduct by Defendants that affects the entire class. The claims each arise out of the same operative facts and are based on the same legal theories.

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Queen Uno Ltd. Partnership v. Coeur D'Alene Mines Corp., 183 F.R.D. 687, 1998 U.S. Dist. LEXIS 19979, 1998 WL 902401 (D. Colo. 1998).

183 F.R.D. 687 (Queen Uno Ltd. Partnership v. Coeur D'Alene Mines Corp.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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