Justin Dice v. ChannelAdvisor Corporation, No. 16-1495 (4th Cir. 2016)

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UNPUBLISHED UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT No. 16-1495 JUSTIN DICE, individually and on behalf of all others similarly situated; FAOUR CLEMENT, Individually and on Behalf of All Others Similarly Situated, Plaintiffs – Appellants, and DAVID A. GARCIA, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. CHANNELADVISOR CORPORATION; SCOT WINGO; DAVID SPITZ; JOHN BAULE, Defendants - Appellees. Appeal from the United States District Court for the Eastern District of North Carolina, at Raleigh. James C. Fox, Senior District Judge. (5:15-cv-00307-F) Submitted: November 1, 2016 Decided: November 30, 2016 Before DUNCAN, KEENAN, and THACKER, Circuit Judges. Affirmed by unpublished per curiam opinion. Jacob A. Goldberg, Gonen Haklay, ROSEN LAW FIRM, PA, Jenkintown, Pennsylvania; James A. Roberts, III, LEWIS & ROBERTS, PLLC, Raleigh, North Carolina, for Appellants. LLP, Washington, D.C., for Appellees. Lyle Roberts, COOLEY Unpublished opinions are not binding precedent in this circuit. 2 PER CURIAM: Justin Dice and Faour Clement appeal the district court’s order dismissing their complaint alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78t(a) (2012). We review de novo a district court’s Civ. dismissal under Fed. R. P. 12(b)(6), accepting factual allegations in the complaint as true and drawing all reasonable Kensington inferences Volunteer in Fire 462, 467 (4th Cir. 2012). favor of Dep’t v. the nonmoving Montgomery Cty., party. 684 F.3d To survive a Rule 12(b)(6) motion to dismiss, a complaint must contain sufficient “facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). “Under Section 10(b) of the Act, companies are prohibited from using any manipulative or deceptive device or contrivance in connection with the sale of a security [Securities and Exchange Commission] rules.” in violation of Zak v. Chelsea Therapeutics Int’l, Ltd., 780 F.3d 597, 605 (4th Cir. 2015). Rule 10b-5 in turn prohibits making any untrue statement of a material fact. Id. (citing 17 C.F.R. § 240.10b-5(b)). To state a claim for violation of § 10(b), a plaintiff must establish: “(1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance 3 upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.” Id. (internal quotation marks omitted). We have thoroughly reviewed the record and the relevant legal authorities and conclude that the district court did not err in dismissing the Appellants’ complaint. Accordingly, dispense with contentions are we oral affirm the argument adequately district because presented in court’s the the facts order. We and legal materials before this court and argument would not aid the decisional process. AFFIRMED 4

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