Narrative Opinion Summary
In this case, Deloitte Touche Tohmatsu, along with its affiliates, sought summary judgment to dismiss claims of vicarious liability for fraud committed by another affiliate, Deloitte Touche S.p.A. The court denied the motion, citing unresolved issues regarding the agency relationship and control between the entities. Deloitte moved for an interlocutory appeal under Section 1292(b) on whether it could be held vicariously liable under Section 10(b) of the Securities Exchange Act following the Stoneridge case, and whether plaintiffs must show Deloitte's 'culpable participation' under Section 20(a). The court denied the appeal request, ruling that the questions were not 'controlling' as their resolution would not expedite the litigation. The court noted that the principle of vicarious liability remains unchanged by Stoneridge and that an appellate decision on Section 20(a) was unnecessary since a pending appeal in another case would address the issue. The court determined that even a favorable appellate decision for Deloitte would not significantly affect the trial's scope or duration, thus denying the motion to certify questions for the Court of Appeals.
Legal Issues Addressed
Culpable Participation Requirement under Section 20(a)subscribe to see similar legal issues
Application: The court observed no need for an interlocutory appeal on the culpable participation requirement, as the issue is set to be addressed in another pending appeal.
Reasoning: As for the second question regarding culpable participation, the court observed that there is no need for an interlocutory appeal, despite differing opinions among district courts in the circuit.
Impact of Stoneridge on Common Law Vicarious Liabilitysubscribe to see similar legal issues
Application: The court held that the Stoneridge decision does not affect the established common law principle of vicarious liability.
Reasoning: Furthermore, the court noted that the common law principle of vicarious liability has long been established and Stoneridge did not change this.
Interlocutory Appeal under Section 1292(b)subscribe to see similar legal issues
Application: The court found that the criteria for certifying an interlocutory appeal were not satisfied, as resolving the questions would not significantly alter the litigation against Deloitte.
Reasoning: The court concluded that the criteria for certification under Section 1292(b) were not met.
Vicarious Liability under Securities Exchange Act Section 10(b)subscribe to see similar legal issues
Application: The court denied summary judgment on vicarious liability, noting unresolved issues of material fact regarding the agency relationship and control among Deloitte entities.
Reasoning: The court denied this motion, determining there are genuine issues of material fact regarding the agency relationship and control between the parties.