Cowin v. Bresler

741 F.2d 410 (1984)

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Cowin v. Bresler

United States Court of Appeals for the District of Columbia Circuit
741 F.2d 410 (1984)

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  • Written by Kelly Simon, JD

Facts

Daniel Cowin (plaintiff) owned a minority interest in Bresler & Reiner, Inc. (Bresler & Reiner), a publicly owned developer and manager of residential and commercial properties. Bresler and Reiner (defendants) and their families owned more than 79 percent of Bresler & Reiner stock. Cowin filed suit against Bresler and Reiner alleging multiple claims, including that they had made materially fraudulent statements to public shareholders that decreased the value of Bressler & Reiner stock, including Cowin’s minority interest in the company, and that the deceptive statements violated § 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. Cowin sought to enjoin the actions of Bresler and Reiner pursuant to § 10(b) and Rule 10b-5. Bresler and Reiner filed a motion to dismiss. The district court granted most elements of the motion, dismissing most of Cowin’s § 10(b) claims. Cowin appealed.

Rule of Law

Issue

Holding and Reasoning (Bork, J.)

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Casebooks

Securities Regulation

Key Terms

  • StandingA legal doctrine limiting the right to sue to those parties who can show some injury to their legal rights, a specific grievance or impact that can be remedied by judicial action, or a statutory basis for bringing a suit.
  • SEC Rule 10b-5Rule promulgated by the Securities and Exchange Commission that prohibits fraud in any transaction to buy or sell securities.
  • DamagesMoney awarded to an injured person as compensation for a harm or loss.
  • InjunctionA form of equitable relief in which a party is ordered to perform or refrain from performing a certain act.
  • Equitable ReliefA judicial remedy granted in the interest of attaining a result that, under the circumstances, will be more just than what the law otherwise would provide. Examples of equitable relief include injunctions, orders of specific performance, and reformation of contracts.
  • Section 10(b) of the Securities Exchange Act of 1934Provides that it is unlawful for any person to employ manipulative or deceptive conduct in connection with a purchase or sale of any security.
  • Failure to State a ClaimA court's finding that, even if all of a plaintiff's factual claims are assumed to be true, the facts are insufficient to show that any law was violated, and therefore the plaintiff's claim must be dismissed.

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