75 F. Supp. 3d 1228
N.D. Cal.2014Background
- Stephen Wynn and Wynn Resorts sued James Chanos for slander per se based on remarks Chanos made at a UC Berkeley symposium about investment risks in Macau and potential Foreign Corrupt Practices Act (FCPA) exposure.
- At the panel, Chanos said he became "nervous" and "concerned" about U.S. casino operators (including Wynn) regarding FCPA risk, described possible "legal fraud," and later said almost any major company doing business in China "probably could be found in violation of FCPA."
- Wynn contends these statements imputed FCPA violations to Wynn and were false; it cites SEC and Nevada Gaming Control Board findings purportedly exonerating Wynn.
- Chanos moved to dismiss under Fed. R. Civ. P. 12(b)(6) and to strike under California’s anti‑SLAPP statute, arguing his remarks were protected opinion on a matter of public interest.
- The court took judicial notice of the symposium video/transcript and certain public SEC/DOJ filings; it found the transcript integral and uncontested in authenticity.
- The court granted Chanos’s motion to dismiss without prejudice, concluding the statements were nonactionable opinion (not slanderous) and Wynn failed to plead actual malice with particularity; anti‑SLAPP motion denied without prejudice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Chanos’s remarks constitute a factual assertion that Wynn violated the FCPA (slander per se) | Chanos’s comments implied Wynn committed FCPA violations and thus were defamatory. | Remarks expressed concern about risk and did not outright accuse Wynn of violating the FCPA. | Court: No reasonably implied assertion that Wynn violated the FCPA; not slanderous. |
| Whether statements are protected opinion or actionable fact | The audience would interpret statements as factual allegations, not mere opinion. | Statements were cautious, qualified, hyperbolic, and made in an investment/academic context — thus opinion. | Court: Statements are opinion/hyperbole and protected by First Amendment. |
| Whether Wynn, as a public figure, pleaded actual malice (knowledge of falsity or reckless disregard) | Chanos ignored readily available public information exonerating Wynn; thus acted with reckless disregard. | Wynn’s allegations are conclusory; public filings indicated government scrutiny and provided factual bases for Chanos’s statements. | Court: Wynn failed to plead actual malice with particularity; allegations contradicted by public records. |
| Whether court may consider symposium transcript and public filings on 12(b)(6) review | Transcript and filings provide context and are authentic; should not be considered. | Transcript and public records are integral and judicially noticeable; can be considered. | Court: Took judicial notice of transcript and public filings; relied on them in dismissing complaint. |
Key Cases Cited
- Milkovich v. Lorain Journal Co., 497 U.S. 1 (U.S. 1990) (distinguishes opinion from provably false factual assertions; hyperbole and loose language weigh toward nonactionability)
- Knievel v. ESPN, 393 F.3d 1068 (9th Cir. 2005) (statements must be more than comment and capable of defamatory meaning to be actionable)
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility standard for pleadings under Rule 12(b)(6))
- Standing Comm. on Discipline v. Yagman, 55 F.3d 1430 (9th Cir. 1995) (distinguishes opinions based on disclosed facts from those implying undisclosed facts)