Fed. Sec. L. Rep. P 96,080 Magna Inv. Corp. v. John Does One Through Two Hundred, D/B/A Price Waterhouse & Co., 931 F.2d 38 (11th Cir. 1991). · Go Syfert
Fed. Sec. L. Rep. P 96,080 Magna Inv. Corp. v. John Does One Through Two Hundred, D/B/A Price Waterhouse & Co., 931 F.2d 38 (11th Cir. 1991). Cases Citing This Book View Copy Cite
31 citation events (24 in the last 25 years) across 17 distinct courts.
Strongest positive: Miller Investment Trust v. Morgan Stanley & Co. Incorporated (mad, 2018-03-30)
Treatment trajectory · 1993 → 2026 · click a year to view as-of
1993 2009 2026
Top citers, strongest first. 19 distinct citers. How cited ↗
cited Cited as authority (rule) Miller Investment Trust v. Morgan Stanley & Co. Incorporated
D. Mass. · 2018 · confidence medium
Corp. v. John Does 1-200, 931 F.2d 38, 39 (11th Cir. 1991) (per curiam); Ross v. A.H.
discussed Cited as authority (rule) DeKalb Cty. Pension Fund v. Transocean Ltd.
2d Cir. · 2016 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 40 (11th Cir. 1991) (suggesting that a defendant’s “bad faith” is relevant to a Section 18(a) claim, but that the plaintiff does not bear the burden of proving it). 27 Lest our holding that Section 18(a) is governed by § 1658 engender confusion in other contexts, we reiterate that Section 18(a) does not require a plaintiff to plead or prove “any particular state of mind,”85 and that “it is the defendant’s burden to prove, in the context of [S]ection 18[(a)], that it acted in good faith.”86 C.
discussed Cited as authority (rule) DeKalb County Pension Fund v. Transocean Ltd.
2d Cir. · 2016 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 40 (11th Cir.1991) (suggesting that a defendant’s "bad faith” is . relevant to a Section 18(a) claim, but that the plaintiff does not bear the burden of proving it). .
discussed Cited as authority (rule) DeKalb Cty. Pension Fund v. Transocean Ltd.
2d Cir. · 2016 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 40 (11th Cir. 1991) (suggesting that a defendant’s “bad 27 C.
discussed Cited as authority (rule) Raymond Heck v. Kenneth Buhler
5th Cir. · 2015 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39 (11th Cir.1991); In re Enron Corp. Sec., Derivative & "ERISA” Litig., 540 F.Supp.2d 800, 813 (S.D.Tex.2007) (holding that § 78r requires a plaintiff to show, in part, that a document filed with the SEC contained a false or misleading statement).
discussed Cited as authority (rule) Oaktree Capital Management, L.P. v. KPMG
D. Nev. · 2013 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 40 (11th Cir.1991) (“[N]othing suggests that an intent to deceive is an element of a civil action under [§ ] 18.”); see also McGann v. Ernst & Young, 102 F.3d 390, 395 (9th Cir.1996) (“§ 10(b) requires proof of scienter while § 18 does not.”).
cited Cited as authority (rule) Maverick Fund, L.D.C. v. Comverse Technology, Inc.
E.D.N.Y · 2011 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991).
discussed Cited as authority (rule) Newby v. Enron Corp.
unknown court · 2007 · confidence medium
Litig., 414 F.3d 187, 193 (1st Cir.2005); Magna Investment Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991); McGann v. Ernst & Young, 102 F.3d 390, 395 (9th Cir.1996); Ross v. A.H.
discussed Cited as authority (rule) In Re Enron Corporation Securities, Derivative
S.D. Tex. · 2007 · confidence medium
Litig., 414 F.3d 187, 193 (1st Cir. 2005); Magna Investment Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991); McGann v. Ernst & Young, 102 F.3d 390, 395 (9th Cir.1996); Ross v. A.H.
discussed Cited as authority (rule) Trivectra v. Ushijima (2×)
Haw. · 2006 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39 (11th Cir.1991); Hackbart v. Holmes, 675 F.2d 1114, 1117 (10th Cir.1982); G.A.
cited Cited as authority (rule) Deephaven Private Placement Trading, Ltd. v. Grant Thornton & Co.
10th Cir. · 2006 · confidence medium
Litig., 438 F.3d 256 , 283 (3rd Cir.2006); Stone & Webster, 414 F.3d at 193 ; Magna Inv. v. John Does, 931 F.2d 38, 39 (11th Cir.1991).
cited Cited as authority (rule) In Re Suprema Specialties, Inc. Securities Litigation
3rd Cir. · 2006 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991).
cited Cited as authority (rule) In Re: Suprema Specialties, Inc. Securities Litigation Teachers' Retirement System of Louisiana, Special Situations Fund, Iii, L.P. Special Situations Cayman Fund, L.P.
3rd Cir. · 2006 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991).
cited Cited as authority (rule) In Re Alstom SA Securities Litigation
S.D.N.Y. · 2005 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 40 (11th Cir.1991) (same).
cited Cited as authority (rule) Brody v. RAM Trust Services
1st Cir. · 2005 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991).
cited Cited as authority (rule) Brody v. Stone & Webster, Inc.
1st Cir. · 2005 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39-40 (11th Cir.1991).
cited Cited as authority (rule) Gerrard v. A.J. Gerrard & Co.
S.D. Ga. · 2003 · confidence medium
Corp. v. John Does, 931 F.2d 38, 39 (11th Cir.1991) (per curiam).
cited Cited as authority (rule) Hayes Lemmerz International, Inc. Equity Securities Litigation v. Cucuz
E.D. Mich. · 2003 · confidence medium
Corp. v. John Does One through Two Hundred, 931 F.2d 38, 39 (11th Cir.1991).
cited Cited as authority (rule) Abrams & Wofsy v. Renaissance Inv. Corp.
N.D. Ga. · 1993 · confidence medium
Corp. v. John Does One Through Two Hundred, 931 F.2d 38, 39 (11th Cir.1991); Broad v. Rockwell Intern.
Retrieving the full opinion text from the archive…
MAGNA INVESTMENT CORP., Plaintiff-Appellant,
v.
JOHN DOES ONE THROUGH TWO HUNDRED, D/B/A Price Waterhouse & Co., Defendant-Appellee
90-5199.
Court of Appeals for the Eleventh Circuit.
May 13, 1991.
931 F.2d 38
Mark T. Blake, Miami Beach, Fla., Guy Rasco, Zuckerman, Spaeder, Taylor & Evans, Miami, Fla., for plaintiff-appellant., Richard E. Brodsky, Miami, Fla., for defendant-appellee.
Edmondson, Fay, Per Curiam, Tuttle.
Cited by 25 opinions  |  Published
PER CURIAM:

Magna Investment Corporation brought suit against Price Waterhouse, an accounting firm. The suit alleges, among other things, violations of the Securities Exchange Act of 1934, §§ 10(b) and 18(a), [1] and Rule 10b-5, [2] in connection with the actions of Price Waterhouse in performing an audit of, and in issuing an opinion on the financial state of, Electronic Specialty Products, Inc.

The district court granted Price Waterhouse summary judgment on the section 10(b) and Rule 10b-5 claims based on its reading of the Supreme Court’s decision in Ernst & Ernst v. Hochfelder, 425 U.S. 185, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976). In Hochfelder, the Supreme Court held that a private cause of action cannot exist under section 10(b) and Rule 10b-5 without the element of scienter, 425 U.S. at 193, 96 S.Ct. at 1381, which the Court defined as “a mental state embracing intent to deceive, manipulate, or defraud,” 425 U.S. at 193 n. 12, 96 S.Ct. at 1381 n. 12. The district court in this case concluded that, because Magna failed to show that Price Water-house “intentionally sought to deceive, manipulate or defraud through the issuance of the 1985 and 1986 F/S,” Price Waterhouse did not possess the scienter necessary to establish liability under section 10(b) or Rule 10b-5.

As the district court noted, the Supreme Court in Hochfelder expressly declined to address the question “whether, in some circumstances, reckless behavior is sufficient for civil liability under § 10(b) and Rule 10b-5.” Id. at 193 n. 12, 96 S.Ct. at 1381 n. 12. But, we have addressed the question and answered it in the affirmative: “The rule in this circuit is that ‘severe recklessness’ satisfies the scienter requirement.” Woods v. Barnett Bank of Fort Lauderdale, 765 F.2d 1004, 1010 (11th Cir.1985); see also Kennedy v. Tallant, 710 F.2d 711, 720 (11th Cir.1983). Because the district court never considered whether Magna alleged recklessness sufficient to satisfy the scienter requirement, we vacate the district court’s disposition of Magna’s section 10(b) and Rule 10b-5 claims and remand. [3]

The district court also granted Price Wa-terhouse summary judgment on the section 18 claims, finding that “Magna has not met its burden of proving [Price Waterhouse] issued the 1985 or 1986 F/S with the intent to deceive the readers of the statements. Magna has also not met its burden of proving [Price Waterhouse] issued the 1985 and 1986 F/S in bad faith, or that [Price Water-house] is liable as an aider or abettor.”

Under section 18, a plaintiff must only plead and prove that the defendant made or caused to be made a material misstatement or omission in a document filed with the Securities Exchange Commission and that the plaintiff relied on the misstatement or omission. See Hochfelder, 425 U.S. at 211 n. 31, 96 S.Ct. at 1389 n. 31; Ross v. A.H. Robins Co., 607 F.2d 545, 556 (2d Cir.1979); see also R. Jennings and H. Marsh, Securities Regulation 882-884 (6th ed. 1987). Section 18 accords a defendant the defense that he acted in “good[*40] faith and had no knowledge that such statement was false or misleading.” [4] We, therefore, conclude that the district court erred in placing the burden of proof about Price Waterhouse’s bad faith on Magna; it is the defendant’s burden to prove, in the context of section 18, that it acted in good faith. In addition, nothing suggests that an intent to deceive is an element of a civil action under section 18. We, therefore, vacate the district court’s disposition of Magna’s section 18 claims and remand.

We VACATE the district court’s disposition of the claims based on the Securities Exchange Act of 1934, §§ 10 and 18, and Rule 10b-5 and REMAND the case for further proceedings. [5]

1

. Codified, as amended, at 15 U.S.C.A. § 78j(b) and 78r(a).

3

. We have defined "severe recklessness” as

highly unreasonable omissions or misrepresentations that involve not merely simple or even inexcusable negligence, but an extreme departure from the standards of ordinary care, and that present a danger of misleading buyers or sellers which is either known to the defendant or is so obvious that the defendant must have been aware of it.

Woods, 765 F.2d at 1010.

4

. The Supreme Court in Hochfelder stated, in this context, that the legislative history of the section "suggests something more than negligence on the part of the defendant is required for recovery.” See Hochfelder, 425 U.S. at 211 n. 31, 96 S.Ct. at 1390 n. 31.

5

. Because we are remanding the case for further proceedings, Price Waterhouse’s request for judicial notice, or in the alternative, to supplement the record, is denied.