Justin Dice v. Channeladvisor Corporation

Filing

UNPUBLISHED PER CURIAM OPINION filed. Originating case number: 5:15-cv-00307-F Copies to all parties and the district court/agency. [999977867].. [16-1495]

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UNPUBLISHED
UNITED STATES COURT OF APPEALS
FOR THE FOURTH CIRCUIT

No. 16-1495

JUSTIN DICE, individually and on behalf of all others
similarly situated; FAOUR CLEMENT, Individually and on
Behalf of All Others Similarly Situated,
Plaintiffs – Appellants,
and
DAVID A. GARCIA, Individually and on Behalf of All Others
Similarly Situated,
Plaintiff,
v.
CHANNELADVISOR CORPORATION; SCOT WINGO; DAVID SPITZ; JOHN
BAULE,
Defendants - Appellees.

Appeal from the United States District Court for the Eastern
District of North Carolina, at Raleigh.
James C. Fox, Senior
District Judge. (5:15-cv-00307-F)

Submitted:

November 1, 2016

Decided:

November 30, 2016

Before DUNCAN, KEENAN, and THACKER, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Jacob A. Goldberg, Gonen Haklay, ROSEN LAW FIRM, PA, Jenkintown,
Pennsylvania; James A. Roberts, III, LEWIS & ROBERTS, PLLC,

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Raleigh, North Carolina, for Appellants.
LLP, Washington, D.C., for Appellees.

Lyle Roberts, COOLEY

Unpublished opinions are not binding precedent in this circuit.

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PER CURIAM:
Justin Dice and Faour Clement appeal the district court’s
order dismissing their complaint alleging violations of Sections
10(b)

and

20(a)

of

the

Securities

Exchange

Act

of

1934,

15

U.S.C. §§ 78j(b), 78t(a) (2012).

We review de novo a district

court’s

Civ.

dismissal

under

Fed.

R.

P.

12(b)(6),

accepting

factual allegations in the complaint as true and drawing all
reasonable
Kensington

inferences
Volunteer

in

Fire

462, 467 (4th Cir. 2012).

favor

of

Dep’t v.

the

nonmoving

Montgomery

Cty.,

party.

684

F.3d

To survive a Rule 12(b)(6) motion to

dismiss, a complaint must contain sufficient “facts to state a
claim to relief that is plausible on its face.”

Bell Atl.

Corp. v. Twombly, 550 U.S. 544, 570 (2007).
“Under Section 10(b) of the Act, companies are prohibited
from using any manipulative or deceptive device or contrivance
in

connection

with

the

sale

of

a

security

[Securities and Exchange Commission] rules.”

in

violation

of

Zak v. Chelsea

Therapeutics Int’l, Ltd., 780 F.3d 597, 605 (4th Cir. 2015).
Rule 10b-5 in turn prohibits making any untrue statement of a
material fact.

Id. (citing 17 C.F.R. § 240.10b-5(b)).

To state

a claim for violation of § 10(b), a plaintiff must establish:
“(1) a material misrepresentation or omission by the defendant;
(2) scienter; (3) a connection between the misrepresentation or
omission and the purchase or sale of a security; (4) reliance
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upon the misrepresentation or omission; (5) economic loss; and
(6) loss causation.”

Id. (internal quotation marks omitted).

We have thoroughly reviewed the record and the relevant legal
authorities and conclude that the district court did not err in
dismissing the Appellants’ complaint.
Accordingly,
dispense

with

contentions

are

we

oral

affirm

the

argument

adequately

district

because

presented

in

court’s

the
the

facts

order.

We

and

legal

materials

before

this court and argument would not aid the decisional process.

AFFIRMED

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