20-3846-cv

Bristol County v. Adient PLC

UNITED STATES COURT OF APPEALS

FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A 

SUMMARY ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED 

BY FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT=S LOCAL RULE 32.1.1. 

WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY 

MUST CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE 

NOTATION “SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A 

COPY OF IT ON ANY PARTY NOT REPRESENTED BY COUNSEL. 

At a stated term of the United States Court of Appeals for the Second Circuit, held 

at the Thurgood Marshall United States Courthouse, 40 Foley Square, in the City of New 

York, on the 20th day of July, two thousand twenty-two.

PRESENT:

DENNIS JACOBS,

ROSEMARY S. POOLER,

RICHARD C. WESLEY,

 Circuit Judges.

_____________________________________________________

BRISTOL COUNTY RETIREMENT SYSTEM,

Plaintiff-Appellant,

JULIO BARRETO, individually and on behalf of all others similarly situated, 

Plaintiff,

CHARLES ERIC HYDER, individually and on behalf of all others similarly 

situated, 

Consolidated-Plaintiff,

v. No. 20-3846-cv

ADIENT PLC, R. BRUCE MCDONALD, JEFFREY M. STAFEIL, 

Defendants-Appellees.
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_____________________________________________________

For Plaintiff-Appellant: GUILLAUME BUELL, Thornton Law Firm 

LLP, Boston, MA (Shannon L. Hopkins, Levi & 

Korsinsky, LLP, Stamford, CT; Craig S. Kesch, 

Ira Brad Matetsky, Ganfer Shore Leeds & 

Zauderer LLP, New York, NY, on the brief).

For Defendants-Appellees: MATTHEW J. PORPORA (Jeffrey T. Scott, on 

the brief), Sullivan & Cromwell LLP, New 

York, NY.

Appeal from the United States District Court for the Southern District of 

New York (Abrams, J.).

ON CONSIDERATION WHEREOF, IT IS HEREBY ORDERED, 

ADJUDGED, AND DECREED that the opinions and orders of said District 

Court be and they hereby are AFFIRMED. 

Plaintiff Bristol County Retirement System appeals from a judgment of the

United States District Court for the Southern District of New York (Abrams, J.), 

dismissing under Fed. R. Civ. P. 12(b)(6) a complaint against Adient PLC 

(“Adient”), its former Chairman and CEO, and its CFO, alleging that defendants 

committed securities fraud in violation of Section 10(b) of the Securities 

Exchange Act of 1934, 15 U.S.C. § 78j(b) (the “Exchange Act”), and its 

implementing regulation, Rule 10b-5, 17 C.F.R. § 240.10b–5; and Section 20(a) of 

the Exchange Act. The complaint alleges that Adient, a manufacturer of seats for 

automobiles, made false and misleading statements that its “Metals” business,

which produces seat frames, was improving its performance notwithstanding 

operational problems, and that Adient failed to disclose obstacles such as staffing 

issues, resource shortages, and launch inefficiencies.

To state a claim under Section 10(b) and Rule 10b-5, a plaintiff must plead: 

(1) a misstatement or omission of material fact; (2) scienter; (3) a connection with 

the purchase or sale of securities; (4) reliance; (5) economic loss; and (6) loss 

causation. See Kleinman v. Elan Corp., 706 F.3d 145, 152 (2d Cir. 2013). As 

plaintiff alleged claims under Section 10(b) and Rule 10b-5, its claims are subject 
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to the heightened pleading requirements of the Private Securities Litigation 

Reform Act (“PSLRA”) and Fed. R. Civ. P. 9(b). See City of Pontiac Policemen’s 

& Firemen’s Ret. Sys. v. UBS AG, 752 F.3d 173, 184 (2d Cir. 2014). 

The district court dismissed on the grounds that the complaint 

insufficiently pled both (1) false statements or omissions, and (2) scienter. See

Special App’x 24-31, 54-66. In the alternative, the district court ruled that many 

of the challenged statements constitute opinions, forward-looking statements 

protected by the PSLRA safe harbor, and/or puffery, none of which is sufficient 

to sustain a claim under Section 10(b). See id. at 31-49. The district court then 

denied plaintiff’s post-judgment motions, filed pursuant to Fed. R. Civ. P. 15(a) 

and 60(b), which sought relief from the judgment in order to amend the 

complaint to add allegations from an additional witness. See id. at 80-83. 

A judgment granting a motion to dismiss pursuant to Rule 12(b)(6) is 

reviewed de novo. See City of Pontiac, 752 F.3d at 179. A denial of a postjudgment motion for leave to replead is reviewed for abuse of discretion. See

Metzler Inv. Gmbh v. Chipotle Mexican Grill, Inc., 970 F.3d 133, 142 (2d Cir. 

2020).

For the reasons below, we affirm.

1. A statement is false for the purpose of Section 10(b) and Rule 10b-5 if 

it was false at the time it was made. See San Leandro Emp. Med. Grp. Profit 

Sharing Plan v. Philip Morris Cos., 75 F.3d 801, 812-13 (2d Cir. 1996) (explaining 

that “plaintiffs have not alleged circumstances to show that the defendants 

lacked a reasonable basis for their optimistic, but qualified, predictions as to the 

company’s future performance”). A plaintiff’s allegations “must demonstrate 

with specificity why and how” the statements were false. Rombach v. Chang, 

355 F.3d 164, 174 (2d Cir. 2004).

The complaint alleges that defendants’ representations must have been

false because they conveyed that Metals was on an upward trajectory while

Adient was facing obstacles. However, the existence of obstacles is not 

incompatible with statements that Metals was advancing toward its goals; it is 

undisputed that Metals was undergoing a restructuring, a process that included 

closing unprofitable plants and acquiring new business. Since the complaint 

does not allege how or why any of the alleged misstatements were false when 

made, the complaint was properly dismissed. See San Leandro, 75 F.3d at 812-

13.
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Allegations that defendants failed to disclose certain challenges

confronting Metals were also properly dismissed. An omission is not actionable 

on its own because “§ 10(b) and Rule 10b-5(b) do not create an affirmative duty 

to disclose any and all material information.” Matrixx Initiatives, Inc. v. 

Siracusano, 563 U.S. 27, 44 (2011). Disclosure is only necessary where there is a 

duty to disclose, or “when necessary to make statements made, in . . . light of the 

circumstances under which they were made, not misleading.” Kleinman, 706 

F.3d at 153 (internal quotation marks and citation omitted). To the extent that 

Adient did not disclose the day-to-day challenges encountered during the 

restructuring, it was under no obligation to do so when, overall, the restructuring

was moving in a positive direction. See Meyer v. Jinkosolar Holdings Co., 761 

F.3d 245, 250 (2d Cir. 2014).

Because plaintiff failed to allege any material omissions, its claim that 

defendants violated Item 303 of Regulation S-K by failing to disclose negative 

trends in Metals likewise fails. See 17 C.F.R. § 229.303(a)(3)(ii) (2019) (amended 

2021); see also Stratte-McClure v. Morgan Stanley, 776 F.3d 94, 103 (2d Cir. 2015) 

(holding that a violation of Item 303 can sustain a claim under Section 10(b) and 

Rule 10b-5 only if the alleged omission is material). 

2. The district court’s alternative holding was that many of the alleged 

misstatements were statements of opinion, protected forward-looking 

statements, and/or puffery, none of which is sufficient to state a claim. See

Special App’x 31-49. 

Statements of subjective opinion suffice to state a claim if “the speaker did 

not hold the belief she professed” or “the supporting fact she supplied were 

untrue.” Tongue v. Sanofi, 816 F.3d 199, 210 (2d Cir. 2016) (citing Omnicare, Inc. 

v. Laborers Dist. Council Const. Industry Pension Fund, 135 S. Ct. 1318, 1327 

(2015)). But here, the complaint does not allege that the makers of the optimistic 

statements of opinion knew that they were untrue, or that any accompanying 

facts were false.

With respect to the PSLRA safe harbor, “defendants are not liable if the 

allegedly false or misleading statement is ‘identified as a forward-looking 

statement, and is accompanied by meaningful cautionary statements identifying 

important factors that could cause actual results to differ materially from those in 

the forward-looking statement . . .’” Slayton v. Am. Exp. Co., 604 F.3d 758, 768 

(2d Cir. 2010) (citing 15 U.S.C. § 78u–5(c)(1)(A)(i)). Further, a defendant cannot 
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be liable for its forward-looking statement if the plaintiff fails to prove that it was 

made with actual knowledge that it was false or misleading. See id. at 773. Here, 

many of the disputed statements were protected by the PSLRA safe harbor

because they were forward-looking, accompanied by cautionary language, and 

plaintiff did not allege that defendants had knowledge of the statements’ falsity. 

Finally, several of the disputed statements constitute “expressions of 

puffery and corporate optimism,” which “do not give rise to securities 

violations.” Rombach, 355 F.3d at 174. Where, as here, the challenged 

statements are not “sufficiently specific for an investor to reasonably rely on 

[them] as a guarantee of some concrete fact or outcome,” they are not actionable. 

City of Pontiac, 752 F.3d at 185.

3. As the district court concluded, the allegations of the complaint do 

not plead facts giving rise to a strong inference of scienter. See Special App’x 54-

66. The state of mind required to show scienter is “an intent to deceive, 

manipulate or defraud.” Kalnit v. Eichler, 264 F.3d 131, 138 (2d Cir. 2001). The 

PSLRA requires that the complaint “‘state with particularity facts giving rise to a 

strong inference that the defendant acted with the required state of mind.’” 

Gamm v. Sanderson Farms, Inc., 944 F.3d 455, 462 (2d Cir. 2019) (quoting 15 

U.S.C. § 78u-4(b)(2)). To raise an inference of scienter, the plaintiff must allege 

facts showing “(1) that defendants had the motive and opportunity to commit 

fraud, or (2) strong circumstantial evidence of conscious misbehavior or 

recklessness.” ECA, Local 134 IBEW Joint Pension Trust of Chicago v. JP Morgan 

Chase Co., 553 F.3d 187, 198 (2d Cir. 2009). 

The complaint alleges that defendants were motivated to commit fraud by 

a desire to earn year-end bonuses; but it is well established that “[m]otives that 

are common to most corporate officers, such as the desire for the corporation to 

appear profitable and the desire to keep stock prices high to increase officer 

compensation, do not constitute ‘motive’ for purposes of this inquiry.” ECA, 553 

F.3d at 198.

As to recklessness, the complaint alleges that the individual defendants 

were privy to information about operational challenges in Metals because they 

attended internal meetings, had conversations with various Adient personnel, 

and read relevant reports; but the complaint does not allege what, exactly, 

defendants learned at these meetings that rendered their statements knowingly 
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false. See Gamm, 944 F.3d at 462 (explaining that facts giving rise to a strong 

inference of scienter must be stated with particularity).

Because the complaint fails to allege scienter on the part of any employee 

of Metals, the complaint does not allege corporate scienter, which is derived from 

its employees. See Loreley Fin. (Jersey) No. 3 Ltd. v. Wells Fargo Sec., LLC, 797 

F.3d 160, 177 (2d Cir. 2015) (setting forth the standard for pleading corporate 

scienter). 

4. As plaintiff failed to allege a primary violation under Section 10(b), 

the district court properly dismissed the derivative Section 20(a) claim for control 

person liability. See Special App’x 66-67; see also SRM Glob. Master Fund Ltd. 

P’ship v. Bear Stearns Cos., 829 F.3d 173, 177 (2d Cir. 2016) (dismissing Section 

20(a) claim for “want of a primary violation”) (citation omitted).

5. Plaintiff appeals the denial of one of its post-judgment motions

(brought pursuant to Fed. R. Civ. P. 15(a) and 60(b)(2)), which sought relief from 

the judgment dismissing the case in order to add allegations from an additional 

witness. The district court’s ruling, which denied the motion on the ground that 

plaintiff did not renew contact with the additional witness until after the order 

dismissing the complaint issued, was sound. See Special App’x 80-83; see also

United States v. Int’l Bhd. of Teamsters, 247 F.3d 370, 392 (2d Cir. 2001).

Plaintiff initially contacted the witness three months before filing the 

operative complaint, at which point the witness declined to be interviewed 

because of a non-disclosure agreement; but then plaintiff waited over a year to

renew contact--until after the order dismissing the complaint issued. Given this 

lack of diligence, the district court did not abuse its discretion when it denied the 

post-judgment motion. 

***

Accordingly, the thorough and scholarly opinions of the district court are 

hereby AFFIRMED. 

FOR THE COURT:

Catherine O’Hagan Wolfe, Clerk