Hallwood Realty Partners, LP v. Gotham Partners, LP

Hallwood Realty Partners (Hallwood) (plaintiff) was a limited partnership in the commercial real estate business. Hallwood sued purchasers of its publicly traded securities, including Gotham Partners, LP (collectively, purchasers) (defendants). Hallwood alleged the purchasers violated the Williams Act (codified as § 13(d) of the Securities Exchange Act of 1934) by not disclosing that they were working together as a group to take over Hallwood’s business and substantially change its business and operations. Hallwood sought equitable relief and money damages and demanded a jury trial. The district court dismissed the money-damages claim, ruling that issuers did not have a private right of action for money damages. Accordingly, the district court then struck Hallwood’s jury demand, which was invalid without the damages claim. At the bench trial, Hallwood presented direct and circumstantial evidence that it claimed proved the purchasers acted as a group. However, the district court concluded that Hallwood’s evidence—taken as whole as opposed to evaluated individually—was insufficient to prove the existence of a group. Hallwood appealed, arguing that (1) it was entitled to seek money damages under § 13(d) and thus was entitled to a jury and (2) the district court refused to consider its circumstantial evidence allegedly showing that the purchasers acted as a group.