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Lila T. Gavin, on Behalf of Herself and of All Persons Similarly Situated v. At & T Corp. And Georgeson Shareholder Communications, Inc.

Citation: 464 F.3d 634Docket: 05-4398

Court: Court of Appeals for the Seventh Circuit; September 11, 2006; Federal Appellate Court

Narrative Opinion Summary

The case concerns a class action lawsuit initially filed in Illinois state court by a representative of MediaOne Group, Inc. shareholders against AT&T Corp. and Georgeson Shareholder Communications, Inc. The lawsuit challenges the interpretation and application of the Securities Litigation Uniform Standards Act of 1998 (SLUSA), which allows the removal of class actions to federal court if they involve misleading statements related to securities. The legal issue centers on whether the alleged omissions and fees in Georgeson's post-merger communications were connected to the securities transaction. The district court dismissed the plaintiff's motion to remand and the subsequent Rule 10b-5 complaint, leading to an appeal. The appellate court found that the alleged fraud did not pertain directly to the purchase or sale of securities, thus not meeting the requirements under SLUSA. The court also noted the absence of federal diversity jurisdiction due to insufficient amount-in-controversy and misinterpretation of SLUSA. Consequently, the decision to deny remand was reversed, and the case was sent back to the state court. The ruling underscores the distinction between state consumer fraud and federal securities fraud, emphasizing that SLUSA's scope is limited to specific securities-related misrepresentations.

Legal Issues Addressed

Application of Securities Litigation Uniform Standards Act (SLUSA)

Application: The court evaluated whether the SLUSA permits removal of a state court class action to federal court based on alleged misstatements related to covered securities.

Reasoning: SLUSA allows for the removal of state court class actions to federal court if they allege material misstatements or omissions related to covered securities.

Assessment of Punitive Damages in Jurisdictional Context

Application: The court considered the calculation of punitive damages necessary to meet the federal jurisdictional threshold, emphasizing the need for a proportional relationship between punitive and compensatory damages.

Reasoning: Citing precedent, it explains that a punitive damages award of $73,355 would be necessary to meet the jurisdictional threshold, although this would create a higher ratio than in referenced cases.

Distinction between State and Federal Fraud Claims

Application: The court identified the plaintiff's claim as one of state consumer fraud rather than federal securities fraud, placing it outside the purview of SLUSA.

Reasoning: Furthermore, the issues surrounding the alleged fraud in this context pertain to state law consumer fraud rather than federal securities law.

Fraud Claim Connected to Securities Transaction

Application: The court determined that the alleged fraud concerning the $7 fee and the omission in the letter did not sufficiently relate to the purchase or sale of securities, as required under SLUSA.

Reasoning: The alleged fraud was not connected to the purchase or sale of the MediaOne stock since the shareholders had already become beneficial owners of AT&T stock upon the merger's completion.

Jurisdictional Requirements for Federal Court

Application: The defendants failed to establish federal diversity jurisdiction due to both the misinterpretation of SLUSA's applicability and the amount-in-controversy requirement not being met.

Reasoning: Defendants in this case seek to be in federal court, but their removal petition does not mention federal diversity jurisdiction, despite the plaintiff's complaint alleging facts that could establish it.