WPP Luxembourg Gamma Three Sarl v. Spot Runner, Inc.

Plaintiff-Appellant and Cross-Appellee WPP Luxembourg Gamma Three Sari (“WPP”) appeals from the district court’s dismissal of the amended complaint. The district court dismissed the amended complaint under Federal Rule of Civil Procedure 12(b)(6) for having failed to state a claim. Defendant-Appellees and Cross-Appellants (“Defendant-Appellees”) cross-appeal the district court’s decision to dismiss some of WPP’s claims without prejudice.

WPP generally alleges that amidst large operating losses unknown to investors, Spot Runner executives solicited WPP to buy shares in Spot Runner at the same time that executives of the company were selling personally owned shares. WPP says that Spot Runner executives did not disclose them stock sales despite contractual obligations to disclose the sales and despite WPP asking whether these executives were selling. WPP brings securities claims under Section 10(b) of the Securities and Exchange Act of 1934.

The district court exercised jurisdiction over this matter pursuant to 28 U.S.C. § 1331 and 15 U.S.C. § 78aa. The district court’s order dismissing the Plaintiff-Appellant’s claims for failure to state a claim is an appealable final…