which it can reasonably be inferred that this “something” was knowable and that the
defendant was in a position to know it.113
Here, the Litigation Trust does not come close to pleading particularized facts
supporting its fraud claim. The complaint just cursorily states that the directors of both
parent and subsidiary acted together to:
fraudulently conceal (a) [Trenwick America’s] financial condition from 2000 to 2003; (b) the financial condition and reserve level problems at Chartwell prior to the 1999 merger; (c) the true nature of the intercompany payable supposedly due to Trenwick by Chartwell; (d) the actual value of the LaSalle transaction; and (e) the true value of the various TGI
subsidiaries transferred between companies during the restructuring done
[Trenwick] and [Trenwick America], these disclose this information to Plaintiff. Plaintiff its detriment.115
defendants had a duty relied on these omissions
in of to to
In addition, the Litigation Trust complains that the Trenwick directors also committed
fraud when they made material misstatements of facts, which Trenwick America relied
on, in August 2000:
(a) stating that the “Chartwell acquisition had been beneficial and was expected to result in cost savings; (b) overstating the amount of intercompany loans given by [Trenwick]; and (c) claiming that the LaSalle acquisition would make Trenwick more competitive in all three of its major markets. 116
These allegations are precisely the sort of unspecific, broad-brush generalities that
Rule 9(b) is intended to preclude from serving as a basis for a fraud claim. Notably
absent from the complaint are particularized allegations identifying what aspects of
Compl. ¶ 125.
at ¶ 126.
, 1998 WL 914265, at *4.
. ¶ 127.