T-Mobile U.S.A., Inc. v AU Optronics Corporation, et al

Filing 87

REPLY (re 62 MOTION to Dismiss Samsung SDI Co., Ltd. and Samsung SDI America, Inc.'s (1) Notice of Motion and Motion to Dismiss T-Mobile's Claims Pursuant to California's Cartwright Act and Unfair Competition Law; and (2) Joinder in Defendants� ) filed bySamsung SDI America Inc, Samsung SDI Co Ltd. (Cunningham, Tyler) (Filed on 1/31/2012)

1 SHEPPARD MULLIN RICHTER & HAMPTON LLP
A Limited Liability Partnership
2
Including Professional Corporations
GARY L. HALLING, Cal. Bar No. 66087
3 JAMES L. McGINNIS, Cal. Bar No. 95788
MICHAEL W. SCARBOROUGH, Cal. Bar No. 203524
4 MONA SOLOUKI, Cal. Bar No. 215145
TYLER M. CUNNINGHAM, Cal. Bar No. 243694
5 Four Embarcadero Center, 17th Floor
San Francisco, California 94111-4106
6 Telephone: [phone]
Facsimile:
415-434-3947
7 E-mail:
[e-mail]
[e-mail]
8
[e-mail]
[e-mail]
9
[e-mail]
10 Attorneys for Defendants
SAMSUNG SDI CO., LTD. and
11 SAMSUNG SDI AMERICA, INC.
12
13

UNITED STATES DISTRICT COURT

14

NORTHERN DISTRICT OF CALIFORNIA

15

SAN FRANCISCO DIVISION

16
17 In re: TFT-LCD (FLAT PANEL)
ANTITRUST LITIGATION
18

Master Docket No. M:07-cv-1827-SI

19 This Document Relates to: 3:11-cv-02591-SI

SAMSUNG SDI CO., LTD. AND
SAMSUNG SDI AMERICA, INC.'S
REPLY IN SUPPORT OF MOTION TO
DISMISS T-MOBILE'S CLAIMS
PURSUANT TO CALIFORNIA'S
CARTWRIGHT ACT AND UNFAIR
COMPETITION LAW

20
T-MOBILE U.S.A., INC.,
21
Plaintiffs,
22
vs.
23
AU OPTRONICS CORPORATION, et al.,
24
Defendants.
25

(Case No. 3:11-cv-02591-SI)

Date:
Time:
Ctrm:
Judge:

February 10, 2012
9:00 a.m.
10
Hon. Susan Illston

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27
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1

TABLE OF CONTENTS

2

Page

3 I.

INTRODUCTION................................................................................................................. 1

4 II.

ARGUMENT ........................................................................................................................ 2

5

A.

6

The AVA, Jafarian and Minoli Complaints Do Not Toll The Statutes Of
Limitation On Plaintiff's California Claims Against SDI. ........................................ 2

7

1.

The Court Should Not Consider the AVA, Jafarian or Minoli
Complaints Because Those Complaints Are Not Properly Before
The Court....................................................................................................... 2

2.

The AVA, Jafarian and Minoli Complaints Did Not Toll The
Statutes Of Limitation On Plaintiff's California Claims Against SDI
Because Plaintiffs In Those Actions Lacked Standing To Assert
Those Claims................................................................................................. 3

3.

The AVA, Jafarian and Minoli Actions Did Not Toll The Statutes Of
Limitation On Plaintiff's California Claims Against SDI Because
SDI Was Not A Defendant In Any Of Those Cases. .................................... 4

4.

SDI Did Not Receive Notice Of T-Mobile's Claim, And Would
Suffer Prejudice If Forced To Defend That Claim At This Late Date. ......... 7

8
9
10
11
12
13
14
15
B.

The Limitations Statute On Plaintiff's California Claims Against SDI Were
Not Tolled, But If The Court Disagrees, Any Tolling Should Be Limited To
Claims Related To TFT-LCD Purchases In December 2002 Or Later. .................... 8

18

C.

SDI Joins In Defendants' Joint Reply Brief. ............................................................. 9

19 III.

CONCLUSION ..................................................................................................................... 9

16
17

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TABLE OF AUTHORITIES

1
2
3
4
5
6

Page(s)
Federal Cases
Anderson v. Cornejo
No. 97 C 7556, 1999 WL 258501 (N.D. Ill. April 21, 1999).................................................... 5
Becks v. Emery-Richardson, Inc.
Nos. 86-6866 & 87-1554, 1990 WL 303548 (S.D. Fla. Dec. 21, 1990) ............................... 6, 7

7 City of St. Petersburg v. Dayco Prods., Inc.
No. 06-20953-CIV, 2008 WL 5428172 (S.D. Fla. Dec. 30, 2008) ........................................... 6
8
Conerly v. Westinghouse Elec. Corp.
9
623 F.2d 117 (9th Cir. 1980)..................................................................................................... 3
10

Crown, Cork & Seal Co., Inc. v. Parker
462 U.S. 345 (1983) .............................................................................................................. 4, 8
11
12 Footbridge Limited Trust v. Countrywide Fin. Corp.
770 F.Supp.2d 618 (S.D.N.Y. 2011) ......................................................................................... 5
13
In re Graphics Processing Units Antitrust Litig.
14
527 F.Supp.2d 1011 (N.D. Cal. 2007) ...................................................................................... 3
15

In re: TFT-LCD (Flat Panel) Antitrust Litig., Interbond Corp. of America v. AU Optronics
Corp.
16
MDL No. M 07-1827 SI, No. C 11-3763 SI, 2012 WL 149637 (N.D. Cal. filed Jan. 18,
2012) ..................................................................................................................................... 5, 8
17
18 In re: TFT-LCD (Flat Panel) Antitrust Litig., Office Depot, Inc. v. AU Optronics Corp.
MDL No. M 07-1827 SI, No. C 11-2225 SI, 2012 WL 149632 (N.D. Cal. filed Jan. 18,
19
2012).......................................................................................................................................... 4
20

In re: TFT-LCD (Flat Panel) Antitrust Litig., Electrograph Systems, Inc. v. NEC Corp.
MDL No. M 07-1827 SI, No. C 11-3342 SI, 2012 WL 149528 (N.D. Cal. filed Jan. 18,
21
2012).......................................................................................................................................... 5
22
In re Vertrue Mktg. & Sales Practices Litig.
23
712 F.Supp. 2d 703 (N.D. Ohio 2010) ...................................................................................... 8
24 In re Wells Fargo Mortgage-Backed Certificates Litig.
No. 09-cv-01376, 2010 WL 4117477 (N.D. Cal. Oct. 19, 2010).............................................. 3
25
26 Lee v. City of Los Angeles
250 F.3d 668 (9th Cir. 2001)..................................................................................................... 2
27
Maine State Ret. Sys. v. Countrywide Fin. Corp.
28
722 F.Supp.2d 1157 (C.D. Cal. 2010)....................................................................................... 3
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1 Mass Bricklayers & Masons Funds v. Deutsche Alt-A Securities
273 F.R.D. 363 (E.D.N.Y. 2001) .............................................................................................. 8
2
Mott v. R.G. Dickinson and Co.
3
No. 92-1450-PFK, 1993 WL 63445 (D.Kan. Feb. 24, 1993).................................................... 5
4

Palmer v. Stassinos
236 F.R.D. 460 (N.D. Cal. 2006) .............................................................................................. 3
5
6 Pecover v. Elec. Arts Inc.
633 F.Supp.2d 976 (N.D. Cal. 2009) ........................................................................................ 3
7
Prieto v. John Hancock Mutual Life Ins. Co.
8
132 F.Supp.2d 506 (N.D. Tex. 2001)........................................................................................ 5
9 Shriners Hospitals for Children v. Qwest Communications Int'l Inc.
No. 04-cv-00781-REB-KLM, 2007 WL 2801494 (D. Colo. Sept. 24, 2007)........................... 5
10
11 State Cases
12 27001 P'ships v. BT Secs. Corp.
No. CV 2004-7487 JLB, 2010 WL 5553364 (Ala. Cir. Ct. Feb. 8, 2010) ................................ 6
13
27001 P'ships v. BT Secs. Corp.
14
No. CV 2004-7487 JLB, 2010 WL 5553366 (Ala. Cir. Ct. Jan. 14, 2010)............................... 6
15
16

Federal Statutes
Federal Rule of Civil Procedure 15(c) ........................................................................................ 6, 7

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18
19
20
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25
26
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1 I.

INTRODUCTION

2

Defendants Samsung SDI Co., Ltd. and Samsung SDI America, Inc. (together, "SDI") join

3 in the concurrently filed Reply in Support of Defendants' Joint Motion to Dismiss in Part
4 Amended Complaint ("Joint Reply") (MDL Dkt. No. 4727). SDI files this separate reply brief in
5 support of an argument unique to its circumstance: because SDI was not named as a defendant in
6 any LCD class action, those actions cannot toll the statutes of limitation on Plaintiff T-Mobile
7 U.S.A., Inc. ("Plaintiff")'s claims against SDI pursuant to California's Cartwright Act and Unfair
8 Competition Law ("UCL"). Plaintiff disagrees, citing three class-action complaints1 that it claims
9 toll the limitations statutes. Although none of these complaints name SDI, either as a defendant or
10 otherwise, Plaintiff nonetheless argues that they should toll the limitations statutes because they
11 name as a defendant Samsung Electronics Co., Ltd. ("SEC"). Plaintiff argues that SEC and SDI
12 are sufficiently related that the class actions filed against SEC notified SDI of the claims Plaintiff
13 asserts here.
14

Plaintiff's argument fails, for several reasons. First, as a threshold matter, the three

15 complaints upon which Plaintiff relies are not properly before the Court, because Plaintiff failed to
16 request judicial notice of these complaints. Second, even if the Court considers the complaints,
17 the named plaintiffs lack standing to assert claims under California's Cartwright Act and UCL.
18 For this reason, this Court has already held that the AVA complaint does not toll the statute of
19 limitation on Cartwright Act and UCL claims; the analysis is the same for the Jafarian and Minoli
20 complaints. Third, these complaints cannot toll the statutes of limitation against SDI because they
21 do not name SDI as a defendant. Plaintiff proposes to radically expand the scope of the class22 action tolling doctrine, such that it would apply to defendants not previously named in the class
23 action. But Plaintiff fails to provide support for its proposed new rule. Numerous courts,
24 including this Court, have held that a class action does not toll a statute of limitations on a later
25
1

The three complaints are Audio Video Artistry v. Samsung Elecs. Co. Ltd., No. 2:06-02848SHM-DKV (W.D. Tenn. filed Dec. 14, 2006) ("AVA Compl."); Jafarian v. LG Philips LCD Co.
27 Ltd., No. 3:07-cv-00994-SI (N.D. Cal. filed Feb. 16, 2007) ("Jafarian Compl."); and Minoli v. LG
Philips LCD Co., No. 06:07-cv-00235-MV-WDS (D.N.M.) ("Minoli Compl." filed March 9,
28 2007). Opp. at 2.
26

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1 claim against a defendant not named in the class action, even where the two entities are related
2 corporations. The case law Plaintiff cites to argue for a different result is either inapposite or was
3 later vacated. Fourth, and finally, even under Plaintiff's proposed expanded tolling rules, there is
4 simply no reason to believe that SDI actually knew of the AVA, Jafarian or Minoli class actions, or
5 that those actions would have alerted SDI that it would someday face the claims that Plaintiff
6 asserts here. In fact, SDI received no such notice.
7

The Court should decline Plaintiff's invitation to expand the class-action tolling doctrine;

8 find that the AVA, Jafarian and Minoli complaints do not toll the statutes of limitation on
9 Plaintiff's Cartwright Act and UCL claims against SDI; and dismiss those claims as time-barred.
10 II.

ARGUMENT

11

A.

The AVA, Jafarian and Minoli Complaints Do Not Toll The Statutes Of

12

Limitation On Plaintiff's California Claims Against SDI.

13

1.

14
15

The Court Should Not Consider the AVA, Jafarian or Minoli Complaints
Because Those Complaints Are Not Properly Before The Court.

Plaintiff's tolling argument relies heavily on its description of the AVA, Jafarian and

16 Minoli complaints. But those complaints are not properly before the Court. As Plaintiff
17 acknowledges, a court hearing a motion to dismiss may consider only matters subject to judicial
18 notice and allegations in the complaint. Opp. at 7 n.5; see also Lee v. City of Los Angeles, 250
19 F.3d 668, 688 (9th Cir. 2001) ("[W]hen the legal sufficiency of a complaint's allegations is tested
20 by a motion under Rule 12(b)(6), '[r]eview is limited to the complaint.'"). Plaintiff did not request
21 judicial notice of the three complaints it relies upon. While Plaintiff's Amended Complaint
22 ("FAC") cites the AVA and Minoli (but not the Jafarian) actions, it does so in passing, with none
23 of the factual detail that Plaintiff relies upon to support its tolling argument. See FAC ¶ 279. For
24 example, Plaintiff argues that the AVA, Jafarian and Minoli complaints all named Samsung
25 Electronics Co. as a defendant, and "included indirect purchasers of cellular phones as class
26 members." Opp. at 1. But the FAC alleges none of these details. See FAC ¶ 279. The Court
27 should disregard Plaintiff's attempt to supplement its pleadings with additional facts. Plaintiff's
28 tolling argument, which relies on these facts, therefore fails, and Plaintiff's California claims
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1 against SDI should be dismissed as time-barred. See Conerly v. Westinghouse Elec. Corp., 623
2 F.2d 117, 121 (9th Cir. 1980) (dismissal appropriate where complaint fails to plead allegations
3 sufficient to prove that a statute is tolled).
4

2.

The AVA, Jafarian and Minoli Complaints Did Not Toll The Statutes Of

5

Limitation On Plaintiff's California Claims Against SDI Because Plaintiffs

6

In Those Actions Lacked Standing To Assert Those Claims.

7

Even if the Court were to consider the AVA, Jafarian and Minoli complaints, those actions

8 do not toll the statutes of limitation on Plaintiff's California claims, because plaintiffs in those
9 three cases lacked standing to assert those claims. American Pipe does not toll the statute of
10 limitations for claims that the proposed class representative had no standing to assert. Palmer v.
11 Stassinos, 236 F.R.D. 460, 466 n.6 (N.D. Cal. 2006) ("it would be beyond the constitutional power
12 of a federal court to toll a period of limitations based on a claim that failed because the claimant
13 had no power to bring it."); see also Maine State Ret. Sys. v. Countrywide Fin. Corp., 722
14 F.Supp.2d 1157, 1166-67 (C.D. Cal. 2010) ("tolling applies only to securities where the named
15 plaintiffs had actual standing to bring the lawsuit."); In re Wells Fargo Mortgage-Backed
16 Certificates Litig., No. 09-cv-01376, 2010 WL 4117477, at *5-6 (N.D. Cal. Oct. 19, 2010) ("the
17 Court finds that American Pipe and the cases interpreting it support the declination to extend
18 tolling to claims over which the original named Plaintiffs asserted no facts supporting standing.").
19

The named plaintiffs in AVA, Jafarian and Minoli were residents of Tennessee, Florida and

20 New Mexico, respectively. See AVA Compl. ¶ 4; Jafarian Compl. ¶ 11; Minoli Compl. ¶ 4.
21 Plaintiffs in those actions plead no basis to invoke the laws of California, and they lack standing to
22 do so. See Pecover v. Elec. Arts Inc., 633 F.Supp.2d 976, 984-85 (N.D. Cal. 2009) (dismissing
23 state law claims where named plaintiffs made no purchases in those states and "alleged no basis
24 for standing to bring claims under the laws of other states"); In re Graphics Processing Units
25 Antitrust Litig., 527 F.Supp.2d 1011, 1026-27 (N.D. Cal. 2007) (named plaintiffs lacked standing
26 to bring antitrust claims in seven states "because no named plaintiff resides in those states"). In
27 fact, this Court recently found that the AVA plaintiff lacked standing to bring California claims,
28 and held that the AVA complaint does not toll the statute of limitations on Cartwright Act or UCL
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1 claims. In re: TFT-LCD (Flat Panel) Antitrust Litig., Office Depot, Inc. v. AU Optronics Corp.,
2 MDL No. M 07-1827 SI, No. C 11-2225 SI, 2012 WL 149632, at *3 (N.D. Cal. Jan. 18, 2012).
3 The same analysis applies to the Jafarian and Minoli complaints, filed by Florida and New
4 Mexico residents, respectively. Plaintiffs in all three cases lacked standing to bring either UCL or
5 Cartwright Act claims. Their complaints therefore do not toll the statutes of limitation on
6 Plaintiff's California claims.
7

3.

The AVA, Jafarian and Minoli Actions Did Not Toll The Statutes Of

8

Limitation On Plaintiff's California Claims Against SDI Because SDI Was

9

Not A Defendant In Any Of Those Cases.

10

The three indirect purchaser complaints that Plaintiff cites do not toll the statutes of

11 limitation on Plaintiff's California claims for an additional reason: SDI was not named as a
12 defendant in any of those cases. A class action does not toll a statute of limitations as to claims
13 against a defendant not named in the class action. See Mot. at 7-8. Plaintiff nonetheless argues
14 that class-action tolling is available here because the AVA, Jafarian and Minoli complaints name
15 SEC as a defendant, and Plaintiff argues that SDI is allegedly sufficiently related to SEC that the
16 earlier class actions notified SDI of T-Mobile's claims. Plaintiff's proposed expansion of the class17 action tolling rule is against the weight of authority, including several recent orders from this
18 Court.
19

In a seminal case regarding class-action tolling, a group of concurring U.S. Supreme Court

20 justices cautioned district courts against the sort of "abuse" of the class-action tolling doctrine that
21 Plaintiff here urges. See Crown, Cork & Seal Co., Inc. v. Parker, 462 U.S. 345, 354 (1983)
22 (Powell, J., concurring). In particular, the justices cautioned that courts should not toll the statute
23 of limitations for claims that are "different [from] or peripheral [to]" the class action claims. Id;
24 see also id. at 345 ("It is important to make certain, however, that American Pipe is not abused by
25 the assertion of claims that differ from those raised in the original class suit.").
26

Heeding this instruction, many courts have held that a class action does not toll a

27
28
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1 limitations statute against a defendant who is not named as a defendant in the class action.2
2 Several cases have further held that an earlier class action does not toll a statute of limitation on a
3 later claim against a related corporate entity. See, e.g., Shriners Hospitals, 2007 WL 2801494, at
4 *4 (class action naming Qwest Communications International, Inc. does not toll limitations statute
5 as to later claim against Qwest Capital Funding). Indeed, this Court has recently and repeatedly
6 reached the same conclusion. See, e.g., In re: TFT-LCD (Flat Panel) Antitrust Litig., Interbond
7 Corp. of America v. AU Optronics Corp., MDL No. M 07-1827 SI, No. C 11-3763 SI, 2012 WL
8 149637, at *3 (N.D. Cal. Jan. 18, 2012) ("Interbond Order") ("tolling is limited to those
9 defendants … identified in the class action complaints" such as defendant Sharp Corp., but not
10 newly added defendants such as Sharp Electronics Corp.); Order Granting In Part Defendants'
11 Motions To Dismiss, In re: TFT-LCD (Flat Panel) Antitrust Litig., P.C. Richard & Son Long
12 Island Corp., MDL No. M 07-1827 SI, No. C 11-4119 SI, at 6 (MDL Dkt. No. 4601 filed Jan. 18,
13 2012) ("PC Richard Order") ("tolling is limited to the defendants … identified in the Lauricella
14 class actions complaint" such as Hitachi Ltd., but not newly added defendants such as Hitachi
15 Electronics Devices (USA)); In re: TFT-LCD (Flat Panel) Antitrust Litig., Electrograph Systems,
16 Inc. v. NEC Corp., MDL No. M 07-1827 SI, No. C 11-3342 SI, 2012 WL 149528, at *4 (N. D.
17 Cal. Jan. 18, 2012) (plaintiff's claims were "only tolled to the extent NEC entities were named as
18 defendants or coconspirators in the class actions.").
19

Despite the unambiguous language in these cases, Plaintiff argues that the American Pipe

20 tolling doctrine should be extended to apply to corporations that are related to defendants in the
21

2

See Mot. at 7-8 (citing cases); see also Footbridge Limited Trust v. Countrywide Fin. Corp., 770
22 F.Supp.2d 618, 624 n.1 (S.D.N.Y. 2011) ("American Pipe tolling does not extend to persons not
named as defendants in the prior class action."); Shriners Hospitals for Children v. Qwest
23 Communications Int'l Inc., No. 04-cv-00781-REB-KLM, 2007 WL 2801494, at *4 (D. Colo.
Sept. 24, 2007) ("For the purpose of applying the American Pipe toll, a party who is not named as
24 a defendant in the class action cannot be seen as having been notified of the claims against it in the
class action."); Prieto v. John Hancock Mutual Life Ins. Co., 132 F.Supp.2d 506, 519 (N.D. Tex.
25 2001) (class-action tolling "clearly does not extend to defendants who were not parties to the class
action suit."); Anderson v. Cornejo, No. 97 C 7556, 1999 WL 258501, at *4 (N.D. Ill. April 21,
26 1999) ("the tolling rule of Crown, Cork does not apply to persons who were not previously named
as defendants in a plaintiff class action."); Mott v. R.G. Dickinson and Co., No. 92-1450-PFK,
27 1993 WL 63445, at *5 (D.Kan. Feb. 24, 1993) ("If this legal tolling applied to claims against
defendants other than those named in the initial class complaint, it would violate the purpose of
28 the limitations period.").
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1 earlier class action. Plaintiff cites three cases that it claims support its argument. One of these is
2 inapposite, as it analyzes a situation in which the class-action defendant and the differently named
3 defendant in the later suit were actually "a single entity." City of St. Petersburg v. Dayco Prods.,
4 Inc., No. 06-20953-CIV, 2008 WL 5428172, at *3 (S.D. Fla. Dec. 30, 2008). The second is a
5 decision from an Alabama state trial court, that does endorse Plaintiff's proposed expansion of the
6 class-action tolling doctrine. 27001 P'ships v. BT Secs. Corp., No. CV 2004-7487 JLB, 2010 WL
7 5553366 (Ala. Cir. Ct. Jan. 14, 2010). Shortly after issuing that opinion, however, the court
8 ordered supplemental briefing on the tolling issue, vacated its earlier opinion, and granted
9 defendant summary judgment on limitations grounds. 27001 P'ships v. BT Secs. Corp., No. CV
10 2004-7487 JLB, 2010 WL 5553364 (Ala. Cir. Ct. Feb. 8, 2010) (plaintiff's claims not subject to
11 American Pipe tolling because defendant was not named in the earlier class action). The court
12 found just one case that supported plaintiffs' proposed expansion of the American Pipe rule to
13 include related corporate defendants not named in the original class action. Id. at 3.
14

That case was Becks v. Emery-Richardson, Inc., the third authority that Plaintiff here cites.

15 Nos. 86-6866 & 87-1554, 1990 WL 303548 (S.D. Fla. Dec. 21, 1990). As noted by Alabama
16 court in 27001 P'ships, Becks stands alone in holding that a class action may toll a statute of
17 limitation for a defendant not named in the class action. It is thus clearly against the weight of
18 authority cited above. 27001 P'ships, 2010 WL 5553364 at 3 (declining to follow Becks because
19 expansion of American Pipe tolling rules "is a step best left to an appropriate appellate court").
20 That case is also distinguishable, because defendant in Becks, unlike SDI, did not dispute that it
21 received notice of the complaint, and did not claim that it would suffer prejudice if added to the
22 litigation. Becks, 1990 WL 303548, at *12.
23

The remainder of the cases cited by Plaintiff are simply inapposite, as they analyze

24 whether an amended complaint "relates back" to the date of an earlier complaint in the same case,
25 under Federal Rule of Civil Procedure 15(c). Plaintiff here does not argue that its complaint
26 "relates back" to an earlier complaint that it filed. Plaintiff instead seeks to bootstrap the more
27 liberal "relation back" rules into the American Pipe tolling analysis, premised on a single stray
28 reference in the Becks case. Having just completed a "relation back" analysis for a true Rule 15(c)
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1 scenario – in which plaintiff sought to amend its earlier complaint to add a defendant – the Becks
2 court referred to the "Rule 15(c) criteria" in the context of its tolling analysis. Becks, 1990 WL
3 303548, at *11. This passing remark is an insufficient basis to import the federal rules and case
4 law governing "relation back" scenarios into tolling analyses.
5

Even under Plaintiff's proposed expansion of the American Pipe tolling doctrine, its

6 argument fails, for two reasons. First, Plaintiff argues that SEC and SDI are sufficiently related
7 that a class action filed against the former would notify the latter that it also faces litigation. Opp.
8 at 5. This argument is premised on Plaintiff's allegation that SEC "holds a controlling interest in"
9 SDI. FAC ¶ 62. The allegation is incorrect, but even accepting it as true for purposes of this
10 motion, it does not support Plaintiff's argument because it says nothing about the relationship
11 between the two companies at the relevant time. The AVA and Minoli actions were filed in 2006
12 and 2007. FAC ¶ 279. The FAC says nothing about the relationship between SDI and SEC at that
13 time, and therefore offers no reason why the court could impute timely notice to SDI.
14

Second, even if the Court were to assume that SDI learned of the AVA, Jafarian and Minoli

15 complaints when they were filed (which it did not), nothing in those complaints would notify SDI
16 of a potential claim against it, as opposed to other Samsung entities. Plaintiff here argues that this
17 is the case. See Opp. at 7 ("the filing of the indirect purchaser class actions against Samsung
18 Electronics put Samsung SDI on notice as to T-Mobile's state-law claims …."). But Plaintiff cites
19 nothing in the complaints that would support such a leap. The AVA, Jafarian and Minoli
20 complaints do not mention SDI. They appear to allege a conspiracy to fix the price of TFT-LCD
21 panels, a product that SDI did not manufacture. AVA Compl. ¶ 2; Jafarian Compl. ¶ 1; Minoli
22 Compl. ¶ 2. In short, nothing in these complaints would notify SDI that it should anticipate
23 Plaintiff's claim.
24

4.

SDI Did Not Receive Notice Of T-Mobile's Claim, And Would Suffer

25

Prejudice If Forced To Defend That Claim At This Late Date.

26

Plaintiff argues that SDI's failure to state that it lacked notice of Plaintiff's state law claims,

27 and its failure to assert that it would be prejudiced in mounting a defense to those claims, "speaks
28 volumes." Opp. at 1. For the avoidance of doubt, let the record be clear: SDI did not receive
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SAMSUNG SDI'S REPLY I/S/O MOTION TO
DISMISS T-MOBILE'S CALIFORNIA CLAIMS

1 timely notice of Plaintiff's California claims, whether via the AVA, Minoli or Jafarian complaints
2 or otherwise. As a result, SDI would be severely prejudiced if forced to litigate these stale claims
3 now. Had SDI received timely notice, it could have taken steps to preserve documents and other
4 evidence that might have aided its defense. SDI also might have been able to arrange for
5 testimony from witnesses who, due to the passage of time, are no longer available. Because SDI
6 received no notice of Plaintiff's claims, it was unable to take these steps. Cf. Crown, Cork and
7 Seal, 462 U.S. at 353 (tolling "creates no potential for unfair surprise" because "[t]he defendant
8 will be aware of the need to preserve evidence and witnesses respecting the claims of all the
9 members of the class.").
10

B.

The Limitations Statute On Plaintiff's California Claims Against SDI Were

11

Not Tolled, But If The Court Disagrees, Any Tolling Should Be Limited To

12

Claims Related To TFT-LCD Purchases In December 2002 Or Later.

13

Based on the foregoing, SDI maintains that the AVA, Jafarian and Minoli complaints did

14 not toll the limitations statute on Plaintiff's California claims against SDI. However, if the Court
15 were to find otherwise, any tolling should be limited to the products and time periods at issue in
16 those complaints. Such limitation would be consistent with established law. See In re Vertrue
17 Mktg. & Sales Practices Litig., 712 F.Supp. 2d 703, 718-19 (N.D. Ohio 2010) (collecting cases
18 holding that tolling is inapplicable to claims that were not asserted in prior class actions); Mass
19 Bricklayers & Masons Funds v. Deutsche Alt-A Securities, 273 F.R.D. 363, 366 (E.D.N.Y. 2001)
20 (claims arising outside of the class period in earlier class action complaints held not tolled under
21 American Pipe). Moreover, the limitation would be consistent with the Court's recent orders. See,
22 e.g., P.C. Richard Order at 6 ("tolling is limited to the defendants, products, and conspiracy period
23 identified in the … class actions complaint."); Interbond Order, 2012 WL 149637 at *35 ("tolling
24 is limited to those defendants, products, and conspiracy periods identified in the class action
25 complaints [plaintiff] relies upon.").
26

Here, the complaints that Plaintiff relies upon only seek relief for purchases made in

27 December 2002 and thereafter. See AVA Compl. ¶ 19; Jafarian Compl. ¶ 19; Minoli Compl. ¶ 39.
28 In addition, the complaints only seek relief for purchases of thin-film transistor LCD, as opposed
-8W02-WEST:5TMC1\404538989.2
Case No. 3:11-cv-02591-SI

SAMSUNG SDI'S REPLY I/S/O MOTION TO
DISMISS T-MOBILE'S CALIFORNIA CLAIMS

1 to other types of LCD, manufactured by certain entities. See AVA Compl. ¶ 19; Jafarian Compl.
2 ¶ 19; Minoli Compl. ¶ 39. Therefore, if the Court finds that these actions toll Plaintiffs' claims,
3 any tolling should be limited to the same time period and products identified in the AVA, Jafarian
4 and Minoli complaints. The Court should dismiss Plaintiff's claims to the extent Plaintiff seeks to
5 recover for different products or time periods.
6

C.

7

SDI joins in the arguments asserted by defendants in the concurrently filed Joint Reply,

SDI Joins In Defendants' Joint Reply Brief.

8 and hereby incorporates them as if fully set forth herein.
9 III.
10

CONCLUSION
For the foregoing reasons, SDI respectfully requests that the Court dismiss Plaintiff's

11 claims pursuant to the Cartwright Act and UCL against SDI. In addition, for the reasons stated in
12 Defendants' Joint Motion to Dismiss and Joint Reply, SDI respectfully requests that the Court
13 dismiss the following claims against SDI: (i) Plaintiff's state-law claims because Plaintiff has
14 failed to allege that they are based on purchases made in California and New York; (ii) Plaintiff's
15 claims under the Sherman and Clayton acts based on indirect purchases; and (iii) any New York
16 Donnelly Act claim based on purchases made before the enactment of New York's Illinois Brick
17 repealer amendment.
18 Dated: January 31, 2012

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP

19
20
By

21

/s/ Tyler M. Cunningham
TYLER M. CUNNINGHAM

22
Attorneys for Defendants
SAMSUNG SDI CO., LTD. and
SAMSUNG SDI AMERICA, INC.

23
24
25
26
27
28
-9W02-WEST:5TMC1\404538989.2
Case No. 3:11-cv-02591-SI

SAMSUNG SDI'S REPLY I/S/O MOTION TO
DISMISS T-MOBILE'S CALIFORNIA CLAIMS