Commercial Litigation and Arbitration

PSLRA Sanctions — Statute of Limitations Dismissal Is a “Final Adjudication” Triggering Rule 11 Inquiry (Standing Dismissal, Maybe Not) — Declining Jurisdiction over State Law Claims Irrelevant to “Final Adjudication” Trigger

From Libaire v. Kaplan, 2010 U.S. App. LEXIS 20594 (2d Cir. Oct. 6, 2010):

The PSLRA [Private Securities Litigation Reform Act] states that "[i]n any private action arising under this chapter, upon final adjudication of the action, the court shall include in the record specific findings regarding compliance by each party and each attorney representing any party with each requirement of Rule 11(b) of the Federal Rules of Civil Procedure." 15 U.S.C. § 78u-4(c)(1). Although Libaire argues that there was no "final adjudication of the action" within the meaning of the PSLRA because the district court "impliedly determined that [he] lacked statutory standing under the Exchange Act and prudential standing under [Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723, 95 S. Ct. 1917, 44 L. Ed. 2d 539 (1975)]," *** this argument is not supported by the record.

Even assuming arguendo that a dismissal for lack of standing would not constitute a final adjudication for purposes of the PSLRA, the district court's decision makes clear that it is an adjudication of the merits (i.e., the timeliness) of Libaire's claims, not a determination of whether he had standing to bring suit. See generally Plaut v. Spendthrift Farm, Inc., 514 U.S. 211, 228, 115 S. Ct. 1447, 131 L. Ed. 2d 328 (1995) (holding that, under federal law, the dismissal of a claim as time-barred is adjudication of merits for purposes of res judicata). Indeed, it is undisputed that Libaire is a purchaser of a security. The sole question is whether a security was purchased only in 1988, when Libaire bought a single share of North Fork common stock, or also in 2005, when Libaire paid his annual dues. Moreover, because the district court's determination that Libaire's federal claims are time-barred precludes him from reasserting those claims, this case is easily distinguished from those Libaire cites in support of his argument. See, e.g., Unite Here v. Cintas Corp., 500 F. Supp. 2d 332, 337 (S.D.N.Y. 2007) (concluding that there was no "final adjudication" within meaning of PSLRA where plaintiffs had voluntarily dismissed claims without prejudice); Blaser v. Bessemer Trust Co., No. 01 Civ. 11599, 2002 U.S. Dist. LEXIS 19856, 2002 WL 31359015, at *3-4 (S.D.N.Y. Oct. 21, 2002) (same).

That the district court declined to exercise supplemental jurisdiction over Libaire's state law claims does not alter this conclusion. The plain language of the PSLRA requires final adjudication of private causes of action arising under the federal securities laws, not final adjudication of all arguably related causes of action arising under state law. See 15 U.S.C. § 78u-4(c)(1). For the foregoing reasons, Libaire's contention that there was no final adjudication within the meaning of the PSLRA is without merit.

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