Portsmouth Square, Inc. v. Shareholders Protective Committee Palmer York, Jr. George E. Croke Eugene J. Marty Rose Leah Jones Kenneth R. Scott

Portsmouth Square, Inc. appeals from an adverse judgment on its claim against the Shareholders Protective Committee — a group of Portsmouth Square minority shareholders — and the individual members of the Committee. Portsmouth Square seeks injunctive and declaratory relief under section 13(d) of the Securities and Exchange Act of 1934, 15 U.S.C. § 78m(d). After several years of litigation, the district court dismissed Portsmouth Square’s suit sua sponte at the final pretrial conference. Portsmouth Square now challenges both the procedure by which the court entered judgment and the conclusion of law on which the judgment rests. We affirm the district court in all respects.

I. THE DISMISSAL AT THE PRETRIAL CONFERENCE

We begin by addressing Portsmouth Square’s attack on the procedure by which the district court dismissed its claim. At the final pretrial conference, Judge Schwarzer raised sua sponte the question whether the plaintiff had stated a section 13(d) claim. He did not specifically notify the parties in advance that he intended to raise the issue. At the conference, the court pressed counsel for Portsmouth Square to show how the facts set forth in the plaintiff’s proposed…