Connecticut Retirement Plans and Trust Funds et al v. BP, PLC et al

Filing 105

MEMORANDUM AND ORDER (Signed by Judge Keith P Ellison) Parties notified.(sloewe, 4)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
IN RE: BP p.l.c.
SECURITIES LITIGATION

CONNECTICUT RETIREMENT
PLANS AND TRUST FUNDS, et al.,
Plaintiffs,
v.
BP p.l.c., et al.
Defendants.

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MDL No. 10-md-2185

Civ. Act. No. 4:12-cv-1272

HON. KEITH P. ELLISON

AMENDED ORDER
Pending before the Court is Defendants’ Consolidated Motion to Dismiss Plaintiffs’
Complaints. (Doc. No. 56.) Having reviewed the motion, Plaintiffs’ response (Doc. No. 64),
Defendants’ reply (Doc. No. 71), and all papers in support thereof, the Court finds that
Defendants’ motion (Doc. No. 56) must be GRANTED IN PART and DENIED IN PART.
Pursuant to the reasoning articulated in the Memorandum and Order (the “Alameda County
Opinion”) issued this day in a related case—Alameda County Employees’ Retirement
Association et al. v. BP p.l.c. et al. [12-cv-1256]—the Court GRANTS the Motion to Dismiss as
to the following claims:


All claims for common law aiding and abetting fraud.



All claims for statutory fraud under Texas and California law.



All claims for violations of the Colorado Securities Act.



As to the Public Employees’ Retirement Association of Colorado, the City of
Philadelphia Board of Pensions and Retirement, Los Angeles County Employees’
Retirement Association, and San Diego City Employees’ Retirement System, all

claims based on public statements made after March 2010.1


All claims based on statements made in the January 16, 2007 press release. (Id. ¶
153.)



All claims based on statements made in the February 7, 2007 meeting with
.2 (Id. ¶ 240.)



All claims based on statements made in the 2006 Sustainability Report, dated
May 9, 2007. (Id. ¶ 155.)



All claims based on statements made in the May 16, 2007 House testimony. (Id. ¶
157.)



All claims based on statements made in the July 24, 2007 investor call. (Id. ¶
159.)



All claims based on statements made in the September 17, 2007 meeting with
. (Id. ¶ 241.)



All claims based on statements made in the September 25, 2007 industry
conference. (Id. ¶ 161.)



All claims based on statements made in the October 25, 2007 press release. (Id. ¶
163.)



All deceit and negligent misstatement claims based on statements made in the
November 8, 2007 industry conference. (Id. ¶ 165.)



All claims based on statements made in the 2007 Annual Review, dated February
22, 2008.3 (Id. ¶ 167.)

1

The Complaint here—like the complaint in Alameda County—does not plead with particularity
any act of reliance other than the purchase of BP stock. Therefore, to erase any doubt, the Court
notes that any “holder” claims Plaintiffs intend to pursue are not, at present, properly pled under
Rule 9(b).
2

Plaintiffs’ complaint does not quote the language which the Court found reminiscent of
Defendants’ public OMS-related statements in the Alameda County Opinion. No other statement
from the February 7, 2007 meeting is adequately alleged as false.

3

Unlike the plaintiffs in Alameda County—who complain of statements made by Hayward in the
2007 Annual Review—Plaintiffs in this case complain of language from the Annual Review not
attributed to any individual. As noted in the Alameda County Opinion, Plaintiffs’ allegations do
not adequately plead corporate scienter for this type of statement.
2



All negligent misstatement claims based on statements made in the February 27,
2008 investor presentation. (Id. ¶ 169.)



All claims based on statements made in the March 3, 2008 meeting with
. (Id. ¶ 242.)



All negligent misstatement claims based on statements made in the 2007 Annual
Report, dated March 4, 2008.4 (Id. ¶ 171.)



All negligent misstatement claims based on statements made in the 2008 Annual
General Meeting, held April 17, 2008. (Id. ¶ 173.)



All negligent misstatement claims based on statements made in the December 17,
2008 industry conference. (Id. ¶ 175.)



All claims based on unattributed statements made in the 2008 Annual Review,
dated February 24, 2009. (Id. ¶ 177.)



All negligent misstatement claims based on Hayward’s statements in the 2008
Annual Review. (Id. ¶ 178.)



All negligent misstatement claims based on statements made in the 2008 Annual
Report, dated March 4, 2009. (Id. ¶ 181.)



All deceit and negligent misstatement claims based on statements made in the
March 10, 2009 Initial Exploration Plan. (Id. ¶¶ 183-86.)



All claims based on statements made in the March 17, 2009 meeting with
(Id. ¶ 243.)



All negligent misstatement claims based on statements made in the 2008
Sustainability Review, dated April 16, 2009. (Id. ¶ 189.)



All deceit and negligent misstatement claims based on statements made in the
June 30, 2009 Oil Spill Response Plan. (Id. ¶¶ 191-92.)



All claims based on statements made in the November 19, 2009 Senate testimony.
(Id. ¶ 194.)

4

This alleged misrepresentation was not included in the Alameda County complaint. The Court
finds that the statement is adequately alleged as false and that scienter has been pled for
Hayward—the Annual Report’s signatory—for the reasons stated in the related Federal Class
Action. See In re BP Securities Litigation, 843 F. Supp. 2d 712, 757-59, 782-84 (S.D. Tex.
2012). For the reasons stated in the Alameda County Opinion, the Court finds that Plaintiffs have
adequately alleged intent to induce reliance for this type of statement, but not a duty to speak
carefully as required for negligent misstatement.
3



All negligent misstatement claims based on statements made in the 2009 Annual
Review, dated February 26, 2010. (Id. ¶ 197.)



All claims based on statements made in the March 3, 2010 meeting with
. (Id. ¶ 244.)



All negligent misstatement claims based on statements made in the 2009 Annual
Report, dated March 5, 2010. (Id. ¶ 199.)



All Exchange Act and deceit claims based on statements made in the March 18,
2010 meeting with
. (Id. ¶ 245.)



All Exchange Act and negligent misstatement claims based on statements made in
the March 22, 2010 industry conference. (Id. ¶ 201.)



All negligent misstatement claims based on statements made in the March 23,
2010 industry conference. (Id. ¶ 203.)



All negligent misstatement claims based on Hayward’s statements in the 2009
Sustainability Review, dated April 15, 2010. (Id. ¶ 205.)



All claims based on the unattributed statements in the 2009 Sustainability Review.
(Id. ¶ 207.)



All claims based on statements made in the 2009 Sustainability Report, dated
April 15, 2010. (Id. ¶¶ 209-10.)



All negligent misstatement claims based on post-spill statements made between
the dates of April 28, 2010 and May 22, 2010. (Id. ¶¶ 214, 216, 218, 220, 222,
224, 226, 228, 230, 232-33, 235-37.)

In all other respects, the Motion is DENIED.
IT IS SO ORDERED.
SIGNED at Houston, Texas, on this the 2nd day of December, 2013.

KEITH P. ELLISON
UNITED STATES DISTRICT JUDGE

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