National Credit Union Administration Board v. Credit Suisse Securities (USA) LLC
939 F. Supp. 2d 1113
D. Kan.2013Background
- NCUA Board sues as conservator/liquidating agent for three corporates over RMBS purchases.
- Plaintiffs allege untrue statements/omissions in certificates sold/underwritten/issued by Credit Suisse entities.
- Twenty RMBS certificates at issue were financed by U.S. Central, WesCorp, and Southwest; Credit Suisse involved as underwriter or seller; other two defendants issued certificates.
- Defendants move to dismiss for timeliness, venue, and sufficiency; court grants in part and denies in part.
- Court addresses Extender Statute (12 U.S.C. § 1787(b)(14)) and tolling concepts, discovery rule, and American Pipe tolling; suit filed Oct. 4, 2012; conservator appointments occurred in 2009–2010.
- Court also resolves venue for WesCorp and Southwest claims and analyzes discovery, tolling, and sufficiency of allegations in light of the Extender Statute and related authorities.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Extender Statute applies and displaces other limitations | Extender Statute governs, could toll via tolling agreement | Extender Statute does not toll; may leave repose periods intact | Extender Statute displaces other periods; tolling agreements not effective |
| Whether tolling agreements can extend the Extender Statute | Tolling should extend three-year window | Not permitted to toll Extender Statute | Tolling agreement not effective under Extender Statute |
| American Pipe tolling applicability to eight certificates | American Pipe tolling applies to claims in class actions | Standing issues may bar tolling for some certificates | American Pipe tolling may apply to eight certificates; not to others on summary basis yet |
| Sufficiency of allegations tying underwriting guideline abandonment to specific certificates | Omissions were material; specific originators implicated | Claims too conclusory or generalized | Plausible claims survive for the eight certificates with specific originator links |
| Venue sufficiency for WesCorp and Southwest claims | Venue proper where defendant transacts business; broad interpretation supported | Venue limited to specific claims | Venue not dismissed; Kansas-based activity supports venue for WesCorp/Southwest |
Key Cases Cited
- United Industrial Corp. v. Nuclear Corp. of Am., 237 F.Supp.971 (D.Del. 1964) (transacting business standard broadened for venue)
- Anixter v. Home-Stake Prod. Co., 939 F.2d 1420 (10th Cir. 1991) (limitations pleading rule in securities cases; timeliness doctrines)
- Mid State Horticultural Co. v. Pennsylvania R.R. Co., 320 U.S. 356 (1943) (statutory limitations period may be extinguishing; tolling absent clear intent")
- Joseph v. Wiles, 223 F.3d 1155 (10th Cir. 2000) (discusses tolling and the nature of statutes of repose)
- Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350 (1991) (three-year period for securities claims and tolling considerations)