Alaska Elec. Pension Fund v. Pharmacia Corp.
| Decision Date | 11 May 2012 |
| Docket Number | Civ. No. 03-1519 |
| Parties | ALASKA ELECTRICAL PENSION FUND, et al., Plaintiffs, v. PHARMACIA CORPORATION, et al., Defendants. |
| Court | U.S. District Court — District of New Jersey |
NOT FOR PUBLICATION
This matter has come before the Court on Defendants Carrie Cox ("Cox") and Pfizer, Inc.'s ("Pfizer") (collectively, "the Defendants") Motion for Judgment on the Pleadings [docket # 322] brought pursuant to Federal Rule of Civil Procedure 12(c). Plaintiffs jointly oppose this motion [329]. After considering the submissions of the parties and without oral arguments, the Court has reached a decision pursuant to Federal Rule of Civil Procedure 78(b). For the following reasons the Defendants' motion is denied.
This class-action dispute arises out of the alleged securities fraud committed by Defendants when, Plaintiffs' claim, they failed to properly disclose the entire data-set resulting from a scientific study of the drug Celebrex. The Court assumes the parties' familiarity with the underlying facts of this case.
In an Opinion filed on January 30, 2009, the United States Court of Appeals for the Third Circuit vacated this Court's prior decision granting summary judgment in favor of all Defendants. See Alaska Elec. Pension Fund v. Pharmacia Corp., 554 F.3d 342, 351 (3d Cir.2009).1 In originally granting summary judgment, this Court concluded that Plaintiffs were on "inquiry notice" as of February 6, 2001. See id. at 346. The Third Circuit, however, concluded that "[t]he totality of the evidence in the public realm as of February 2001 did not indicate a possibility of fraud or even hint at any malfeasance or intentional impropriety . . . ." Id. at 350. "For inquiry notice to take hold[] there must be some indicia of potential malfeasance." Id. at 351. In this case, the Third Circuit held that "there was no indication that [Defendants] deliberately withheld data . . . or improperly massaged the data, until the Washington Post article in August 2001." Id. at 350. On this basis, the Court's grant of summary judgment was vacated and the case was remanded for further proceedings consistent with the appellate court's opinion.
The Defendants have now moved for judgment on the pleadings, again arguing that Plaintiffs' claims are untimely. They contend that, based on the Third Circuit's holding that "inquiry notice" occurred in August 2001, Plaintiffs' claims must have been brought by August 2003. The Amended Complaint [37], which named Cox and Pfizer as Defendants for the first time, was filed on October 27, 2003.
Plaintiffs, on the other hand, raise three arguments as to why the Defendants' motion for judgment on the pleadings should be denied. First, Plaintiffs argue that Defendants' motion is barred by "the law of the case" doctrine. Second, Plaintiffs contend that even if the August 2001 Washington Post article was enough to put Plaintiffs on "inquiry notice" as to certain Defendants, this does not mean that Plaintiffs "discovered" those "facts constituting the violation"—including both Cox and Pfizer's "scienter"—as these terms are defined in the Supreme Court of the United States' recent decision in Merck & Co. v. Reynolds, --- U.S. ---, 130 S. Ct. 1784 (2010). Finally, Plaintiffs posit that their claims against the Defendants shouldrelate back to the time of the Original Complaint [1], which was filed in April 2003, well within the two-year statute of limitations period.
Under Rule 12(c) of the Federal Rules of Civil Procedure, a court will grant judgment on the pleadings if, on the basis of the pleadings, no material issue of fact remains and the movant is entitled to judgment as a matter of law. Fed. R. Civ. P. 12(c); Sikirica v. Nationwide Ins. Co., 416 F.3d 214, 220 (3d Cir. 2005). The standard governing a Rule 12(c) motion is the same standard governing motions to dismiss under Rule 12(b)(6). Allah v. Hayman, No. 11-2460, 2011 U.S. App. LEXIS 17860, *8 (3d Cir. Aug. 25, 2011); Spruill v. Gillis, 372 F.3d 218, 223 n.2 (3d Cir. 2004). Therefore, a district court should conduct a three-part analysis. Malleus v. George, 641 F.3d 560, 563 (3d Cir. 2011). "First, the court must 'take note of the elements a plaintiff must plead to state a claim.'" Id. (quoting Ashcroft v. Iqbal, 556 U.S. 662, 675 (2009)). Second, the court must accept as true all of a plaintiff's well-pleaded factual allegations and construe the complaint in the light most favorable to the plaintiff. Fowler v. UPMC Shadyside, 578 F.3d 203, 210-11 (3d Cir. 2009). But, the court should disregard any conclusory allegations proffered in the complaint. Id. Finally, once the well-pleaded facts have been identified and the conclusory allegations ignored, the court must determine whether, on these facts, a party is entitled to judgment as a matter of law. Sikirica, 416 F.3d at 220.
The law of the case doctrine provides that "when a court decides upon a rule of law, that decision should continue to govern the same issues in subsequent stages in the same case." Farina v. Nokia, Inc., 625 F.3d 97, 117 n.21 (3d Cir. 2010) (quoting Arizona v. California, 460 U.S. 605, 618 (1983)). In other words, "[t]he law of the case doctrine . . . acts to preclude review of . . . those legal issues that the court in a prior appeal actually decided . . . ." In re City ofPhila. Litig., 158 F.3d 711, 718 (3d Cir. 1998) (citing Coca-Cola Bottling Co. of Shreveport, Inc. v. Coca-Cola Co., 988 F.2d 414, 429 (3d Cir. 1993)). This rule extends not only to issues expressly decided by a court in the same case, but it also extends to issues decided by "necessary implication." Bolden v. SEPTA, 21 F.3d 29, 31 (3d Cir. 1994) (citing Doe v. N.Y.C. Dep't of Soc. Servs., 709 F.2d 782 (2d Cir. 1983)). There are three limited exceptions to this doctrine that permit a court to reconsider previously decided issues, but these occur only "in extraordinary circumstances such as where: (1) new evidence is available; (2) a supervening new law has been announced; or (3) the earlier decision was clearly erroneous and would create manifest injustice." In re City of Phila. Litig., 158 F.3d at 718.
In deciding the Defendants' pending motion, there are several issues that the Court must address. First, the Court must determine the scope of Third Circuit's previous holding in this case at Alaska Elec. Pension Fund, 554 F.3d 342. Next, the Court must determine whether the scope of this appellate opinion forecloses either party's arguments. Finally, because the Court has determined that the Third Circuit opinion does not mandate a particular result in this pending motion, as will be explained infra, the Court must determine whether the facts as alleged in Plaintiffs' Amended Complaint and viewed in the light most favorable to the Plaintiffs facially show non-compliance with the statute of limitations. Each of these issues will be addressed in turn.
The first issue that the Court must address in deciding Defendant's motion is the scope of the Third Circuit's holding in Alaska Elec. Pension Fund, 554 F.3d 342. Plaintiffs argue that, in its earlier opinion in this case, the Third Circuit expressly ruled that Plaintiffs' claims are notbarred by the statute of limitations. (See Pls.' Opp. Br. at 6). The Third Circuit's opinion, however, was considerably narrower.
As the Defendants correctly point out, the Third Circuit held only that the date of "inquiry notice" in this case occurred on August 5, 2001, the date on which the Washington Post article was published. See Alaska Elec. Pension Fund, 554 F.3d at 350. The Third Circuit concluded that Id. at 351. The appellate court did not issue a directive to this Court mandating a holding that the Plaintiffs' claims fall within the applicable statute of limitations period. The Third Circuit made its limited, narrow holding clear in a footnote, in which the court explained: "Here, we merely conclude that, in the absence of any indication that defendants did not believe the truth of their own statements, investors were not on inquiry notice of § 10(b) claims." Id. at 351 n.10. Thus, instead of deciding the larger question of whether Plaintiffs' claims are barred by the statute of limitations, the Third Circuit reached the narrower question of determining at what time the Plaintiffs were put on inquiry notice and "remand[ed] for proceedings consistent with [its] Opinion." Id. at 352.
"On remand, a trial court is free to 'make any order or direction in further progress of the case, not inconsistent with the decision of the appellate court, as to any question not settled by the decision.'" Casey v. Planned Parenthood, 14 F.3d 848, 854 (3d Cir. 1994) (quoting Bankers Trust Co. v. Bethlehem Steel Corp., 761 F.2d 943, 950 (3d Cir. 1985)) (emphasis added). "In the absence of specific directions, the question as to what further proceedings can be had consistent with the opinion of the appellate court must be determined from the nature of the case and the pertinent statutory provisions." Bankers Trust Co., 761 F.2d at 950 (). The "general rule" to be applied when an appellate court remands for further consistent proceedings is that "the case goes back to the trial court and there stands for a new determination of the issues presented as though they had not been determined before, pursuant to the principles of law enunciated in the appellate opinion." Id. (citing United States v. Iriarte, 166 F.2d 800, 803 (1st Cir. 1948)). Here, because the ultimate statute of...
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