Fries v. N. Oil & Gas, Inc.

354 F. Supp. 3d 384 (2018) United States District Court for the Southern District of New York 2018-12-10

private securities fraud class action; motion to dismiss second amended complaint under Rule 12(b)(6) and PSLRA granted with prejudice (result: claimant-lost)

Facts

  1. 3 Materially false statement or misleading half-truth not pleaded
    Second, Defendants knowingly used Northern's staff, space, and resources to help Reger and Dakota Plains, including by facilitating some of Reger and Dakota Plains's misconduct.
  2. 3 Materially false statement or misleading half-truth not pleaded
    The failure to disclose material information does not amount to an actionable misrepresentation, absent a duty to disclose.
  3. 3 Materially false statement or misleading half-truth not pleaded
    Based on the information available to it, the Company does not believe that it, or any conduct by the Company, is the focus of any investigation by a governmental agency regarding this matter.
  4. 3 Materially false statement or misleading half-truth not pleaded
    The SEC indeed was not investigating Northern Oil.
  5. 3 Materially false statement or misleading half-truth not pleaded
    A reasonable investor would not understand the fact the SEC is not investigating Northern Oil to mean that Northern Oil did not do anything wrong.
  6. 3 Materially false statement or misleading half-truth not pleaded
    Consequently, as it did for the FAC, the Court finds that Plaintiff fails to allege an actionable misstatement or omission by Defendants.