In Re Textainer Partnerships Securities Litigation 05-CV-00969 - PDF by yzc11728

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                                               UNITED STATES DISTRICT COURT

                                             NORTHERN DISTRICT OF CALIFORNI A

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              01 1    In re : TEXTAINER PARTNERSHIP                Master File No . C-05-00969-MMC
                      SECURITIES LITIGATION
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                                                                   (PROPOSED] ORDER DENYING THE
          13          THIS DOCUMENT RELATES TO                     MOTIONS TO DISMISS BROUGHT BY
                      ALL ACTIONS                                  THE TEXTAINER DEFENDANTS AND
          14                                                       DEFENDANT RFH, LTD .

          I5                                                       Date : November 18, 2005
                                                                   Time : 9 :00 a .m .
          16                                                       Courtroom : 7, 19th Floo r
                                                                   Before the Hon . Maxine M . Chesney
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                     PROPOSE D] ORDER L)ENYI,N( MOTIONS TO DISMISS OF TEXTAI R D1 FM)AN'FS ANA RF .
4112153              Master File No . C-05-00969-MMC
             1           The Court has considered the motions to dismiss the Consolidated and Amended Clas s

          2      Action Complaint ("Complaint") brought by the Textainer Defendants' and defendant RFH, Ltd .

          3      ("RFH"), all papers filed in support of and in opposition to said motions, as well as the argumen t

          4 I of counsel . Good cause appearing ,

          5              IT IS HEREBY ORDERED THAT the Textainer Defendants' motion to dismiss i s

          6 f DENTED in its entirety, as Lead Plaintiff has adequately alleged :

          7              1 . A claim under Section 14(a) of the Securities Exchange Act of 1934 ("Exchang e

          8      Act"), 15 U.S .C . § 78n(a), and Securities and Exchange Commission Rule 14a-9, 17 C .F.R.

          9      §240 .14a-9, in that the Complaint adequately alleged that the Textainer Defendants were

         10      negligent in not including all relevant and material information regarding the proposed sale of

         11      assets to RFH .

         12             2 . A claim under Section 20(a) of the Exchange Act, in that the Complaint adequatel y

         13 I alleged a primary violation (namely, violation of Section 14(a)) and that each of the Textaine r

         14      Defendants directly or indirectly exercised control over a primary violator .

         15             3 . Claims for breaches of the fiduciary duties, as set forth in the Complaint's Secon d

         16      and Third Claims in that each of the Textainer Defendants owed the Limited Partners fiduciary

         17      duties of candor, care, loyalty, and good faith . Such duties were breached by proffering an asset

         18      sale proposal pursuant to which the purchaser must retain one of the general partners to manage

         19      the Textainer Partnerships following the asset sale . Such duties were further breached by not

        20       providing full disclosure of all material information regarding the proposed asset sale to the

        21       Limited Partners .

        22              4. Claims for aiding and abetting the breaches of fiduciary duties of each of the Textaine r

        23       Defendants in that the Textainer Defendants have not moved to dismiss the aiding and abettin g

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        25       1   The Textainer Defendants are defendants TCC Equipment Income Fund ; Textainer
                 Equipment Income Fund 11, L.P. ; Textainer Equipment Income Fund III, L .P . ; Textainer
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                 Equipment Income Fund IV, L .P . ; Textainer Equipment Income Fund V, L .P .; Textainer
        27       Equipment Income Fund VI, L . P . ; Textainer Equipment Management Limited ; Textainer
                 Financial Services Corporation ; Textainer Capital Corporation ; Textainer Group Holdings
        28       Limited; and John A . Maccarone .


                 [PROPOSED] ORDER DENYING MOTIONS TO DISMISS OF ` EXTAINFR DEFENDANTS AND RFF H
4112153 I) Master File No . C-05-00969-NIMC                                                                        - I
          1    claims .

          2               IT IS FURTHER ORDERED THAT R H's motion to dismiss is denied in its entirety, in

          3    that it is not necessary for a defendant to personally owe a fiduciary duty in order to be liable for

          4    aiding and abetting such a breach and, moreover, the pleading requirements of Rule 8(a) ,

          5    Fed .R.Civ .P . and not a "heightened scrutiny" standard applies to aiding and abetting claims .

          6               IT IS SO ORDERED ,

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          8    Dated :

          9                                                              HON . MAXINE M . CIHESNEY
                                                                       UNITED STATES DISTRICT JUDG E
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               [PROPOSED] ORDER DENYING MOTIONS TO DISMISS OF TIATAINER D FENI)ANTS ANI) RFF H
#112153        Master File No . CG5-00969           -NS4C                                 -2-
           I                                       CERTIFICATE OF SERVIC E

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                         I, Carte Loder, hereby declare under penalty of perjury as follows :

          4'             I am employed by Gold Bennett Cera & Sidener LLP, 595 Market Street, Suite 2300, San

          5    Francisco, California, 94105-2535 . I am over the age of eighteen years and am not a party to this

          6    action.

          7              On October 21, 2005, I served a copy of the aforementioned "[PROPOSED] ORDER

          8    DENYING THE MOTIONS TO DISMISS BROUGHT BY THE TEXTAINER

          9    DEFENDANTS AND DEFENDANT RFH, LTD ." was delivered to all counsel of record by

         10    electronic service pursuant to the Court's Order Regarding Electronic Service .

         11              Executed on October 21, 2005, at San Francisco, California .

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         13                                                                           Carie Lode r

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4111569 11 CERTIFICATE OF SERVICE - C Asrr No . C-05-0969 r2 tc

								
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