Bass, Berry & Sims attorney Chris Lazarini provided insight on the case R.W. Grand Lodge of Free & Accepted Masons of PA vs. Meridian Capital Partners, Inc. in which the plaintiff sued Meridian and others seeking to recover losses suffered in the Madoff Ponzi scheme. The Court upheld the district court's consolidation order and dismissal of all claims. Chris provided the analysis for Securities Litigation Commentator (SLC). The full text of the analysis is below and used with permission from the publication. If you would like to receive additional content from the SLC, please visit the SLC website to sign up for the newsletter.
R.W. Grand Lodge of Free & Accepted Masons of PA vs. Meridian Capital Partners, Inc., No. 15-1064 (2nd Cir., 12/15/15)
*A district court may consolidate actions when there are common questions of law or fact in the cases pending before the court.
**To state a claim under Section 10(b), plaintiff must specifically identify the fraudulent statements, the speaker, where and when the statements were made and why the statements were fraudulent.
***SLUSA precludes state or common law claims alleging fraud in connection with the purchase or sale of a covered security.
In multidistrict litigation, Plaintiff sued Meridian and others, seeking to recover losses suffered in Bernard Madoff's Ponzi scheme. The district court dismissed the action, finding that the middlemen defendants were genuinely deceived by Madoff and that Plaintiff failed to state a claim under Section 10(b) of the Securities Exchange Act of 1934. The court also dismissed Plaintiff's state law claims, finding them precluded by the Securities Litigation Uniform Standards Act ("SLUSA").
On appeal, Plaintiff challenged the consolidation order and the dismissal of its claims. The Court finds that the district court did not abuse its discretion in consolidating Plaintiff's claims with those of others, explaining that there are common questions of fact among the cases regarding defendants' investor presentations, letters and quarterly reports.
Conducting a de novo review, the Court affirms the dismissal of the Section 10(b) claims. The Court finds Plaintiff's "red flag" allegations – Defendants recklessly ignored warnings which should have called attention to Madoff's illegal conduct – do not give rise to a strong inference of scienter necessary to state a securities fraud claim. The Court notes that multiple district courts have rejected similar claims based on an alleged failure of due diligence in uncovering Madoff's fraud.
Finally, the Court finds that the district court properly dismissed the state law claims under SLUSA's preclusion provision. The state law claims, the Court explains, allege deception in connection with Plaintiff's decision to invest in one of Madoff's feeder funds and are, therefore, part of a covered class action precluded under SLUSA.