Full opinion text
OPINION SWEET, District Judge. The Judicial Panel on Multidistrict Litigation (“MDL”) consolidated and transferred to this Court on October 10, 1991, a number of actions arising out of the demise of partnerships affiliated with Integrated Resources, Inc. (“Integrated”), which filed for relief under chapter 11 of the bankruptcy code, 11 U.S.C. §§ 101, et seq., in 1990. See In re Integrated Resources, Inc., 135 B.R. 746, 748 (Bankr.S.D.N.Y.1992), Since the transfer of the original actions, several others have been filed in the Southern District of New York or transferred by the Multidistrict Panel to this Court and consolidated with these proceedings (“Later Filed Actions”). In general, the Plaintiffs in each of these actions bought limited partnership interests in ventures sponsored by Integrated or an entity associated with Integrated. The ventures were invéstment vehicles which bought, owned, operated, and leased residential and commercial real estate and equipment. The offer and sale of these interests was conducted in compliance with the requirements of Regulation D .(“Reg. D”), Rules 501-08, 17 C.R.F. 230.501-230.508, of the Securities Act of 1933 (“1933. Act”), 15 U.S.C. §§ 77a, et seq., thereby exempting the transactions from the registration requirements of the 1933 Act. Since these transactions are not registered with the Securities and Exchange Commission, the 1933 Act limits purchasers to those who qualify as “accredited investors.” To qualify as a Reg. D accredited investor, a “natural person” must have “an individual net worth, or joint net worth with that person’s spouse, at the time of his purchase [in .excess of] $1,000,000”; or he must have: had an individual income in excess of $200,-000 in each -of the two most recent years or joint income with the person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. Rule 501(a)(5) & (6). A trust qualifies for accredited-investor status if it has “total assets in excess of $5,000,000, not formed for .the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person ...Rule 501(a)(7), to wit, one who “has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment ... Rule 506(b)(2)(ii). The purpose of these requirements is to facilitate and expedite specially designed offerings, while at the same time offsetting the danger posed by the lack of SEC scrutiny of the offer and sale by precluding those from participating in the offering who are inexperienced purchasers of securities and unable to afford professional advice regarding the merits and risks of purchasing the offered securities. Each of the investors in the Integrated partnerships was required to represent in writing that he qualified for Reg. D accredited-investor status and that he met the additional financial criteria set forth in the “Who May Invest” section of the confidential private placement memorandum (“PPM”) issued for each partnership. The investors were also warned in the respective partnership PPMs of various financial risks involved with each partnership investment. The following statement from the first paragraph of the Clovine Associates Limited Partnership PPM is typical: The tax consequences of an investment in the Partnership, the absence of Cash Flow from such investment for at least the first four years of the operation of the Partnership and the illiquidity of such investment make the purchase of Interests suitable only for investors who have substantial net worth and substantial taxable income, and an Interest should be purchased only as a long-term investment. Clovine PPM at 1. Additionally, each PPM contained a section entitled “Risk Factors,” in which the various risk factors of the investment were explicated at length, including, for example, restrictions on transferability and the possible lack of a market for the investment interests; the possible unavailability of tax benefits and changes in the tax law; risks arising from the terms and conditions of purchase money notes, mortgages, and leases; the possible inability to refinance the project; the possible lack of available sources of funds for the operating partnership; risks arising from leveraged financing and the ownership of the specific property; the possible inability to sell the project; and the possible adverse effects of technological developments in competing equipment. The limited partnerships were highly leveraged, and the Plaintiffs allege they were promised considerable tax savings through debt financing and, after the initial debt was paid off, considerable profits from rental income from the buildings and equipment. The Plaintiffs further allege that the investments had no prospects for success from their inception and served no other economic purpose than to provide the Defendants with millions of dollars of profit in sales proceeds, fees, and other commissions. On February 3, 1992, this Court signed “Pre-Trial Order No. 1” (“Pre-Trial Order”) which, among other things, established an initial motion and discovery schedule for all actions subject to the MDL Order. The Pre-Trial Order created four separate global motion categories: (I) statutes of limitations governing the federal securities claims (“Global Motion I”), (II) the legal sufficiency of the federal securities claims (“Global Motion II”), (III) the legal sufficiency of the federal RICO claims (“Global Motion III”), and (IV) all Global Motion I, II, III motions applicable to the Later Filed Actions (“Global Motion IV”). The Pre-Trial Order also consolidated the briefing and hearing schedules for Global Motions I and II and Global Motions III and IV. The actions subject to the present motion are: Byrne v. Research Triangle Associates Limited Partnership, 91 Civ. 6966 (“Research Triangle ”) (filed January 3,1991 in the Arizona District, Phoenix Division); Reagan v. 600 Grant Street Associates Limited Partnership, 91 Civ. 5498 (“600 Grant Street/Reagan”) (filed April 12, 1991 in the Central District of California); Schoonmaker Homes v. 600 Grant Street Associates Limited Partnership, 91 Civ. 8528 (“600 Grant Street/Schoonmaker”) (filed December 18, 1991 in the Southern District of New York); Standefer v. Clovine Associates Limited, Partnership, 91 Civ. 6968 (“Clovine/Standefer ”) (filed April 9,1991, in the Southern District of Ohio, Western Division); Ellingson v. Kanzar Associates, 91 Civ. 6967 (“Clovine/Ellingson ”) (filed March 14, 1991, in the Southern District of Ohio, Western Division); Baird v. EVP Fourth Corp., 91 Civ. 1063 (“West Palm/Baird”) (filed February 12, 1991, in the Southern District of New York); Coleman v. EVP Fourth Corp., 91 Civ. 0678 (“West Palm/Coleman") (filed January 23, 1991, in the Southern District of New York); Coolspring Dental Clinic v. EVP Seventh Avenue Corp., 91 Civ. 6905 (“Rittenhouse") (filed October 15, 1991, in the Southern District of New York); Martin v. EVP Second Corp., 90 Civ. 7074 (/‘Lenox Towers ”) (filed November 2,1990, in the Southern District of New York; dismissed with leave to replead to add additional plaintiffs by this Court on August 26, 1992); Gorman v. Sevzar Associates, 90 Civ. 6979 (“Southern Inns ”) (filed October 19, 1990 in the Southern District of New York); Greene’s Ready Mixed Concrete Co. v. Fillmore Pacific Associates Limited Partnership, 91 Civ. 0978 (“Fillmore/Greene’s ”) (filed February 8,1991, in the Southern District of New York); Enviro Corp. v. Fillmore Pacific Associates Limited Partnership, 91 Civ. 1625 (“Fillmore/Enviro ”) (filed March 7, 1991, in the Southern District of New York); White v. Hunter Publishing Limited Partnership, 91 Civ. 2232 (“Hunter Publishing ”) (filed April 1, 1991, in the Southern District of New York); Christian v. Integrated MR Limited Partnership, 91 Civ. 6003 (“Intermobile ”) (filed September 5, 1991, in the Southern District of New York). The present motions do not apply to any of the Later Filed Actions or to Barron v. Miami Executive Towers Assocs. Ltd. Partnership, 89 Civ. 8569 (RWS) (filed December 18, 1989, in the Southern District of New York), or to Rabin v. Fivzar Assocs., 90 Civ. 4869 (RWS) (filed July 23,1990, in the Southern District of New York). Nevertheless, the parties should assume that general principles set forth below will be applied to those actions in accordance with Global Motion IV. Additionally, the Pre-Trial Order stayed the production of documents to the Plaintiffs by various parties pending the disposition of the Global Motions. The Pre-Trial Order also stayed the depositions of parties, except as to the Plaintiffs’ deposition of Landauer Associates, Inc., in Clovine/Ellingson, pending the disposition of the Global Motions and the completion of document discovery. Pursuant to the schedule established in the Pre-Trial Order, as amended, the “Anderson Kill” and “Integrated” Defendants (“Moving Defendants”) moved for summary judgment dismissing the federal securities claims in the subject actions pursuant to Fed.R.Civ.P., Rules 12(b), 12(c), and 56, (Global Motion I), and for an order dismissing those claims under pursuant to Fed.R.Civ.P., Rules 12(b), 12(c), and 9(b) (Global Motion II), on February 21,1992. Most of the Individual Defendants joined in these motions and either adopted the reasoning of the Anderson Kill and Integrated Defendants or submitted their own papers. Additionally, pursuant to Rule 12(b)(6), Fed.R.Civ.P., the Plaintiffs in Lenox Towers moved to dismiss counterclaims made against them by the Anderson Kill and Camhy Karlinsky & Stein Defendants. See supra note 2. Oral argument on these motions was heard on June 10, 1992. The cross-motion of the Lenox Towers Plaintiffs is considered submitted as of that date. Various supplemental letter briefs were received by the Court through October 30, 1992 and October 2, 1992 on Global Motions I and II, respectively, and the Global Motions are considered submitted as of those dates. Global Motion I On Global Motion I, the Moving Defendants seek summary judgment dismissing most of the Plaintiffs’ federal securities claims on the ground that the claims are untimely under the applicable statutes of limitations. The individual complaints allege claims under either § 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder, 17 C.F.R. § 240.10b-5, or § 12(2) of the 1933 Act, 15 U.S.C. § 77Z (2), or both. For the reasons set forth below, Global Motion I is granted in part and denied in part. For simplicity’s sake, the general legal principles governing the statute of limitations issues will be set forth first. These principles will then be applied to the individual complaints on a case-by-case basis. I. The Statute of Limitations for the § 12(2) Claims Section 13 of the 1933 Act provides that: No action shall be maintained to enforce any liability created under section 77k or 771 (2) [12(2) ] of this title unless brought within one year after the discovery of the untrue statement or the omission, or after such discovery should have been made by the exercise of reasonable diligence — In no event shall any such action be brought to enforce a liability created ... under section 111 (2) of this title more than three years after the sale. 15 U.S.C. § 77m. “The three-year time limit in section 13 is an absolute outer limit.” Bresson v. Thomson McKinnon Sec., Inc., 641 F.Supp. 338, 343 (S.D.N.Y.1986). Moreover, because compliance with § 13 is an essential ingredient of a § 12(2) claim, see Morin v. Trupin, 747 F.Supp. 1051, 1063 (S.D.N.Y.1990) (“Morin 7”) (quoting Bresson, 641 F.Supp. at 343), a complaint asserting such a claim must set forth: (1) the time and circumstances of the discovery of the fraudulent statement; (2) the reasons why it was not discovered earlier (if more than one year has lapsed since the making of the fraudulent statement); and (3) the diligent efforts which plaintiff undertook in making or seeking such discovery. Id.; see Friedman v. Arizona World Nurseries, Ltd. Partnership, 730 F.Supp. 521, 543-44 (S.D.N.Y.1990). Failure to comply with these requirements will subject an individual § 12(2) claim to dismissal. The issues concerning the individual discovery dates are set forth below in the § 10(b) discussion. II. The Statutes of Limitations for the § 10(b) Claims Before the Supreme Court’s decision in Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, — U.S. -, 111 S.Ct. 2773, 115 L.Ed.2d 321 (1991), on June 20, 1991, Congress had never seen it fit to legislate a uniform statute of limitations for the implied right of action arising out of § 10(b). Once the Court announced such a limitations period in Lampf, see — U.S. at-& n. 9, 111 S.Ct. at 2782 & n. 9, and directed that it be applied retroactively, see Welch v. Cadre Capital, 946 F.2d 185, 187 (2d Cir.1991) (“Welch II ”); Ahmed v. Trupin, 781 F.Supp. 1017, 1021 (S.D.N.Y.1992), Congress responded by amending the 1934 Act and inserting a new § 27A: (a) EFFECT ON PENDING CAUSES OF ACTION. — The limitation period for any private civil action implied under section 10(b) of this Act that was commenced on or before June 19, 1991, shall be the limitation period provided by the laws applicable in the jurisdiction, including principles of retroactivity, as such laws existed on June 19, 1991. (b) EFFECT ON DISMISSED CAUSES OF ACTION. — Any private civil action implied under section 10(b) of this Act that was commenced on or before June 19, 1991— (1) which was dismissed as time barred subsequent to June 19, 1991, and (2) which would have been timely filed under the limitation period provided by the laws applicable in the jurisdiction, including principles of retroactivity, as such laws existed on June 19, 1991, shall be reinstated on motion by the plaintiff not later than 60 days after the date of enactment of this section. Federal Deposit Insurance Corporation Improvement Act of 1991, Pub.L. No. 102-242, § 476, 105 Stat. 2236 (codified at Securities Exchange Act of 1934, § 27A, 15 U.S.C. § 78aa-l). This action includes cases filed after the Supreme Court’s decision in Lampf, cases filed in the Second Circuit before Lampf, but after the November 8, 1990 decision in Ceres Partners v. GEL Assocs., 918 F.2d 349, 364 (2d Cir.1990) (adopting uniform limitations period § 10(b) actions); cases filed in the Second Circuit before Ceres Partners; and cases filed in federal district courts outside the Second Circuit. Such a state of affairs rarely lends itself to simply stated rules, and the present motions are no exception. Rather, myriad issues must be addressed, including the constitutional validity of § 27A; the applicable statute of limitations for each case and, in certain instances, for each Plaintiff; whether the limitations period from some other circuit can be applied here; and at what point various Plaintiffs should have discovered the conduct upon which their claims are based. A.The § 10(b) Statute of Limitations to be Applied to Claims Filed on or after June 20, 1991 In Lampf, the Supreme Court held that private actions under § 10(b) must be commenced within one year after the discovery of the facts constituting the violation and within three years after such violation. See — U.S. at-, 111 S.Ct. at 2781-82. In adopting this uniform federal statute of limitations, the Court borrowed from § 9(e) of the 1934 Act, 15 U.S.C. § 78i(e), which provides: No action shall be maintained to enforce any liability created under this section, unless brought within one year after the discovery of the facts constituting the violation and within three years after such violation. See — U.S. at-n. 9, 111 S.Ct. at 2781-82. The Court also noted that the language used in § 9(e) of the 1934 Act varies from that used in the 1933 Act. See id. While § 13 of the 1933 Act imposes a strict three-year limit from the date of “sale,” § 9(e) of the 1934 Act imposes such a limit “after the cause of action accrued”. Compare 15 U.S.C. § 77m with id. § 78i(e). To the extent this difference has any substantive effect in an individual case will be determined in applying the statute of limitations below. The Supreme Court decided Lampf on June 20, 1991. Section 27A is directed at only those cases commenced on or before June 19, 1991. Therefore, § 9(e) limitations period will be applied to the § 10(b) claims in the cases commenced on or after June 20, 1991. B. Section 27A is Not Unconstitutional This Court fully considered the question of § 27A’s constitutionality based on briefs filed by counsel to most of the parties to this litigation in Rabin v. Fivzar Assocs., 801 F.Supp. 1045, 1051-56 (S.D.N.Y.1992). Additional materials submitted in this matter shed no further light on the decision there that the statute does not violate principles of separation of powers and due process. See id. at 1056; cf. Litton Industries, Inc. v. Lehman Brothers Kuhn Loeb Inc., 967 F.2d 742, 751 n. 6 (2d Cir.1992). C. The § 10(b) Limitations Period to be Applied to Claims Filed before June 20, 1991, and on or after November 8, 1990 The statute of limitations for § 10(b) in the Second Circuit required that the case be brought within one year of discovery of the fraud and within three years of the fraud some seven months before Lampf-was decided. In Ceres, the Second Circuit concluded that the limitations period found in §§ 9 and 18 of the 1934 Act should apply to implied claims brought under § 10(b), the same period selected by the Supreme Court in Lampf. See Ceres, 918 F.2d at 364. Therefore, all those § 10(b) claims filed on or after November 8, 1990, the date Ceres was decided, will be subject to the uniform one-year/three-year period adopted in Ceres and Lampf. See 15 U.S.C. § 78aa-l; Henley v. Slone, 961 F.2d 23, 24 (2d Cir.1992). The Integrated lawsuits originally filed in this Court after November 8,1990 and therefore bound by the statute of limitations laid down in Ceres are West PalmJBaird (filed February 12, 1991), West Palm/Coleman (filed January 23, 1991), Fillmore/Greene’s (filed February 8, 1991), Fillmore/Enviro (filed March 7, 1991), Hunter Publishing (filed April 1, 1991), and 600 Grant Street/Reagan (filed April 12, 1991). Two other lawsuits were originally filed in the Southern District of New York just before the Second Circuit handed down the new statute of limitations in Ceres: Lenox Towers (filed November 2, 1990) and Southern Inns (filed October 19,1990). Claims in these two cases will be governed by the Second Circuit’s prior practice of borrowing the most analogous state statute of limitations for the § 10(b) claims. See Ades v. DeLoitte & Touche, Fed.Sec.L.Rep. (CCH) ¶ 96,469 (S.D.N.Y.1992). The § 12(2) claims in these cases, of course, continue to be governed by the one-year/three-year statute of limitations prescribed by § 13 of the 1933 Act, 15 U.S.C. § 77m. D. Determining the Applicable § 10(b) Limitations Periods for Claims Filed in Other Jurisdictions The other three lawsuits were originally filed elsewhere and then transferred to this Court by the Judicial Panel on Multidistrict Litigation. The complaints were filed in Arizona, Phoenix Division (Research Triangle, filed Jan. 3, 1991), the Central District of California (600 Grant Street/Reagan, filed April 12, 1991), and the Southern District of Ohio, Western Division (Clovine/Standefer, filed April 9, 1991, and Clovine/Ellingson, filed March 14, 1991). In all three, both the Plaintiffs and the Moving Defendants agree that the fraud occurred more than three years before the Plaintiffs brought suit. Since the alleged fraud occurred when the Plaintiffs were induced to purchase their partnership interests, and since in Research Triangle and Clovine/Standefer the latest Plaintiffs purchased in 1986, claims in all three actions are time-barred under Second Circuit law. The Clovine/Ellingson Plaintiffs contend that the Court must use the § 10(b) statute of limitations of the district in which the action was filed, on the grounds that the transferor state’s jurisdiction is the “jurisdiction” meant by § 27A. The Plaintiffs in the other two partnership actions maintain it would be “inequitable” to apply Second Circuit law to these claims. The definition of “jurisdiction,” however, is not quite as clear cut as the Clovine/Ellingson Plaintiffs make it out to be. Prior to the statute’s enactment, the crazy-quilt of statutes of limitations employed in § 10(b) actions was well known. See Ceres, 918 F.2d at 353-60. At the most, § 27A has done nothing more than codify this procedural morass in place. 1. Second Circuit Law Before “Ceres” Prior to Ceres, courts within the Second Circuit traditionally applied the forum state’s most analogous statute of limitations to claims under § 10(b). See Welch v. Cadre Capital, 923 F.2d 989, 993 (2d Cir.) (“Welch I ”), vacated and remanded sub worn. Northwest Sav. Bank, PaSa v. Welch, — U.S. -, 111 S.Ct. 2882, 115 L.Ed.2d 1048, aff'd, 946 F.2d 185 (2d Cir.1991); Armstrong v. McAlpin, 699 F.2d 79, 86-87 (2d Cir.1983). In the Southern District of New York, that statute of limitations is contained in both the State’s statute of limitations for common-law fraud actions and its “borrowing statute”. See Armstrong, 699 F.2d at 87; Arneil v. Ramsey, 550 F.2d 774, 779 (2d Cir.1977); Morin v. Trupin, 799 F.Supp. 342, 345 (S.D.N.Y.1992) (“Morin III”). In the case of plaintiffs who were residents of New York State at the time of the injury, the former period set forth in N.Y.Civ. Prac.L. & R. § 213(8) (McKinney 1990 Supp.) applies: The action must be commenced within six years of the commission of the alleged fraud or two years from the time the alleged wrongdoing was, or with reasonable diligence should have been, discovered. See Armstrong, 699 F.2d at 87; Morin III, 799 F.Supp. at 345. In those cases where the plaintiffs were nonresidents at the time the cause of action accrued, N.Y.Civ.Prac.L. & R. § 202 (McKinney 1990) applies. Under this “borrowing statute,” a court is to apply the limitations period “of either [New York] or the place without [New York] where the cause of action accrued,” whichever is shorter. See Bresson, 641 F.Supp. at 349; Klock v. Lehman Brothers Kuhn Loeb, Inc., 584 F.Supp. 210, 214 (S.D.N.Y.1984). “Thus, if a suit brought in the ‘place’ of the plaintiffs residence would be time-barred, the suit in a New York federal court is time-barred.” Ceres, 918 F.2d at 353 (citations omitted). As this Court recently noted: Although federal courts look to state law for the applicable limitations period, they look to federal law for guidance as to the appropriate accrual and equitable tolling principles. See ITT v. Cornfeld, 619 F.2d 909, 929 (2d Cir.1980) (period commences to run “when the plaintiff has actual knowledge of the alleged fraud or knowledge of facts which the exercise of reasonable diligence should have led to actual knowledge”); Baskin v. Hawley, 807 F.2d 1120, 1130-31 (2d Cir.1986). A plaintiff must bring a § 10(b) action in federal court. Thus, in applying the rule of “the place without the state where the cause of action accrued” a federal court sitting in New York does not automatically turn to state law but rather must look to the statute of limitations that would be applied by the federal district court where the nonresident plaintiff resided at the time of the injury. See Ceres, 918 F.2d at 353; Ahmed v. Trupin, 781 F.Supp. 1017, 1022-23 (S.D.N.Y.1992). Morin III, 799 F.Supp. at 347. Therefore, the Court must look to the relevant states for statutes of limitations governing the § 10(b) actions filed before Ceres. In the matter at hand, this applies to the actions filed in Lenox Towers and Southern Inns. 2. Retroactivity as Determined by Chevron Although the Ceres court explicitly refused to address the retroactive effect of its ruling, see Ceres, 918 F.2d at 364, the Second Circuit resolved that question in Welch I, 923 F.2d at 993-95. Welch I established that the retroactive application of Ceres must be determined on a case-by-case basis according to a three-part test laid out in Chevron Oil Co. v. Huson, 404 U.S. 97, 92 S.Ct. 349, 30 L.Ed.2d 296 (1971). Only then should the court return to the Second Circuit’s prior practice of applying the most analogous state statute of limitations. The three parts of the test hinge on 1) whether the new rule was “clearly foreshadowed” at the time the relevant complaint were filed, 2) whether retroactive application of the statute of limitations would serve the purpose of the new rule, and 3) whether the equities weighed in favor of nonretroactivity. See Chevron, 404 U.S. at 106-7, 92 S.Ct. at 355-56; Welch I, 923 F.2d at 993-95; Rabin, 801 F.Supp. at 1049. The argument offered by the Plaintiffs in Research Triangle and Clovine/Standefer — that this Court’s failure to apply the law of the transferor state would work harsh inequities — is only one part of the test, not a determination of the whole. Whether retroactive application of the law was foreseeable and whether it serves the purpose of the law is more significant here: “As for the third Chevron factor, the courts have held that the retroactive application of Ceres does not produce substantial inequitable results when the statute of limitations is unchanged by retroactive application,” as it is for cases filed after November 8, 1990. In re Chaus Sec. Litig., 801 F.Supp. 1257, 1269 (S.D.N.Y.1992) (applying Ceres statute of limitations to case transferred pursuant to 28 U.S.C. § 1407). The law of the jurisdiction is Second Circuit law. The second prong of the Chevron test— that retroactive application will further the new rule — does warrant retrospective application under Ceres. In the context of a transferred class action, the traditional method of looking to the state of each nonresident class plaintiff to determine whether each claim would be time-barred could result in the claims of some plaintiffs being time-barred while the claims of others would not be. This result would be at least as inequitable as the result envisioned by the Plaintiffs if Ceres were applied to their claims in Clovine/Standefer and Research Triangle. See Chaus, 801 F.Supp. at 1269. The uniform application of Ceres in this context does further the rule because here the rule is not, strictly speaking, retroactive. All four Complaints were filed in their respective jurisdictions after November 8, 1990: Research Triangle on January 3, 1991; Clovine/Ellingson on March 14, 1991; Clovine/Standefer on April 9, 1991; 600 Grant Street/Reagan on April 12, 1991. If the Plaintiffs could avoid the application of Second Circuit law merely by filing their claim in an inconvenient forum which had a longer statute of limitations, and then take that statute of limitations with them when their case was transferred, they could make an end run around the rule laid down by Ceres. Although this is now impossible for all claims filed after June 19,1991, due to the Supreme Court’s decision in Lamp,f, the eight-month lag between Ceres and Lampf creates an apparent window of opportunity which the Plaintiffs should not be allowed to exploit. Finally, the first prong of the Chevron test — that the rule changes the practice in this Circuit — is met for cases filed here, and for cases transferred here but not transferred as part of MDL litigation. The precedents for MDL cases are not as clear-cut as for cases filed under other statutes, because the special concerns inherent in MDL litigation have been reflected in the case law. 3. Multidistrict Litigation The multidistrict transfer statute, 28 U.S.C. § 1407, attempts to provide for the “just and efficient conduct” of related cases scattered throughout the federal courts by consolidating such cases before one court. See 28 U.S.C. § 1407(a). One of the key means by which this goal is achieved is through the establishment of a single body of law for the unified proceedings. See generally In re Korean Air Lines Disaster, 829 F.2d 1171, 1176-84 (D.C.Cir.1987) (Ginsburg, J., concurring), affd on other grounds sub nom. Chan v. Korean Air Lines, Ltd., 490 U.S. 122, 109 S.Ct. 1676, 104 L.Ed.2d 113 (1989); see also In re Pan American Corp., 950 F.2d 839, 847 (2d Cir.1991) (adopting Korean Air Lines). Without such a mechanism, “[t]he conduct of multidistrict litigation, which is invariably time consuming as it is, will grind to a standstill while transferee judges read separate briefs, each based on the case law of a transferor circuit, on a single issue of federal law.” Pan Am, 950 F.2d at 847. In most cases such an effort should be futile, since it must be presumed that the Supreme Court will eventually resolve any pertinent split among the circuits and set down a uniform federal law. See, e.g., Chan, 490 U.S. at 124-25, 135, 109 S.Ct. at 1678-79, 1684 (resolving the split at issue in Korean Air Lines). The Clovine/Ellingson Plaintiffs argue that under Van Dusen v. Barrack, 376 U.S. 612, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964), Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941), and Erie R. Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938), this Court must apply the statute of limitations that each transferor court would have applied to these actions. See Berry Petroleum Co. v. Adams & Peck, 518 F.2d 402, 406 (2d Cir. 1975); H.L. Green Co. v. MacMahon, 312 F.2d 650, 653 (2d Cir.1962), cert. denied, 372 U.S. 928, 83 S.Ct. 876, 9 L.Ed.2d 736 (1963); In re Plumbing Fixtures Litig., 342 F.Supp. 756, 758 (J.P.M.L.1972) (per curiam). Although this argument finds support within Erie’s progeny, see Walker v. Armco Steel Corp., 446 U.S. 740, 752-53, 100 S.Ct. 1978, 1986, 64 L.Ed.2d 659 (1980); Guaranty Trust Co. v. York, 326 U.S. 99, 110-12, 65 S.Ct. 1464, 1470-71, 89 L.Ed. 2079 (1945), it ignores the fundamental difference between those cases and the present litigation, just as the Clovine/Ellingson Plaintiffs’ reliance on New York law ignores the fact that this cause of action can only be tried in a federal court. Jurisdiction here is based on a federal question. As such, Erie’s familiar concerns over state law are inapplicable here. See West v. Conrail, 481 U.S. 35, 39 n. 4, 107 S.Ct. 1538, 1541 n. 4, 95 L.Ed.2d 32 (1987); Isaac v. Life Inv. Ins. Co., 749 F.Supp. 855, 863 (E.D.Tenn.1990); see also Richard L. Marcus, Conflicts Among the Circuits and Transfers Within the Federal Judicial System, 93 Yale L.J. 677, 679 (1984) (“Erie is simply irrelevant where federal claims are involved”). The reasoning in the cases relied on by the Clovine/Ellingson Plaintiffs in making this argument has been subsequently rejected. The line of authority holding that a transferee court should apply the law of the transfer- or court in federal claims transferred pursuant to § 1407 finds its genesis in Plumbing Fixtures, 342 F.Supp. at 758 (“It is clear that the substantive law of the transferor forum will apply after transfer,” citing Van Dusen v. Barrack, 376 U.S. 612, 84 S.Ct. 805, 11 L.Ed.2d 945 (1964)). This language has, however, been expressly withdrawn by the Multidistrict Panel: Any suggestion to the contrary in dictum found in Plumbing Fixtures is withdrawn. Indeed, the dictum in Plumbing Fixtures is itself questionable given that Plumbing Fixtures was a litigation arising under the federal courts’ federal question jurisdiction and Van Dusen, on which the Panel relied in support of its dictum, was an action arising under the federal courts’ diversity jurisdiction. In re General Motors Class E Stock Buyout Sec. Litig., 696 F.Supp. 1546, 1547 n. 1 (J.P.M.L.1988). The other cases these Plaintiffs have cited in support of this argument principally rely on Plumbing Fixtures. See, e.g., Berry Petroleum, 518 F.2d at 408 n. 7; In re Haven Industries, Inc., 462 F.Supp. 172, 179 (S.D.N.Y.1978). To this extent, then, the reasoning of these cases is now called into question. In its place, the federal courts have adopted two considerations for cases transferred under 28 U.S.C. § 1407: first, that statutes of limitations are either federal or procedural in nature, and second, that the circuits do not need to defer to other circuits’ interpretation of federal law if it conflicts with their own. In the MDL context, the statute of limitations may not be a matter of state law at all, and as such, the limitation period should be decided by a federal transferee court in accordance with its own interpretation of federal law “without deference to any contrary interpretation of a transferor circuit.” In re General Dev. Corp. Bond Litig., 800 F.Supp. 1143, 1146 (S.D.N.Y.1992). Since “the choice of a limitations period for a federal cause of action is itself a question of federal law,” Del Costello v. International Brotherhood of Teamsters, 462 U.S. 151, 159 n. 13, 103 S.Ct. 2281, 2288 n. 13, 76 L.Ed.2d 476 (1983), the limitations periods for federal causes of action, from wherever derived, are not matters of state law in any meaningful sense and should not, in the transfer context, implicate Van Dusen principles. As the court in General Development noted: “[I]t seems ... clear that the best reading of the F.D.I.C.’s Improvement Act’s phrase “laws applicable in the jurisdiction,” as it applies to a complaint ... filed before the date of the decision in Lampf and transferred here, is that the jurisdiction referred to must be the one in which the federal transferee court sits ... ie., the one- and three-year period set forth in Ceres Partners.” 800 F.Supp. at 1148. Even if the choice of the limitations period is not itself a question of federal law, there is another reason why a federal limitations period should govern. Federal courts have viewed questions pertaining to the statutes of limitations for federal securities claims as procedural, not substantive, matters, and they are, therefore, subject to the federal law of the transferee court. See, e.g., Singer v. Olympia Brewing Co., 878 F.2d 596, 599 (2d Cir.1989); Duke v. Touche Ross & Co., 765 F.Supp. 69, 73 (S.D.N.Y.1991). In short, the Plaintiffs have presented no compelling reason to require the rejection of the holdings of Pan Am and Korean Air Lines. The Second Circuit’s rules for determining which statute of limitations to apply to the individual § 10(b) claims therefore govern. See Pan Am, 950 F.2d at 847; Korean Air Lines, 1175-76. Despite the expectation of some supporters of section 27A that it would routinely apply a more generous state or federal common law limitations period to all suits pending on June 19, 1991, we see no escape from the clear statutory language requiring the application of “the laws applicable in the jurisdiction.” Henley v. Slone, 961 F.2d 23, 25 (2d Cir.1992) (refusing to apply common-law fraud statute of limitations to securities fraud claim brought in Connecticut). E. New York Law Finally, the Clovine/Ellingson Plaintiffs contend that a general choice of law clause in their limited partnership materials mandates that New York’s six-year statute of limitations for common-law fraud should apply. The clause in question reads: This Agreement, the Notes, any amendments or replacements hereof and thereof, and the legality, validity and performance of the terms hereof and thereof, shall be governed by and construed in all respects in accordance with the internal laws of the State of New York ... applicable to contracts, transactions and obligations entered into and to be performed in New York. Pis.’ Mem. in Opp. Ex. A at 3. This contention fails for two reasons. First, the clause is a generic choice of law clause governing the interpretation of contracts. Such clauses generally do not apply to statutes of limitations; indeed, this clause is silent as to the issue. Absent an express term, the clause does not alter the federal law applicable to this federal claim. See Des Brisay v. Goldfield Corp., 637 F.2d 680, 682 (9th Cir.1981); Gatto v. Meridian Medical Assocs., Inc., No. Civ. A 87-5076 (JCL), 1989 WL 23125 (D.N.J. Feb. 9, 1989). Second, if the New York choice of law clause does apply, it would have to be read as requiring the application of the law of a federal court sitting in New York. Section 27 of the 1934 Act grants federal courts with exclusive jurisdiction of federal securities claims. See Ceres, 918 F.2d at 353. A plaintiff must begin a § 10(b) action in federal court. A federal court sitting in New York cannot automatically turn to state law but must first look to the statute of limitations that would be applied by the federal district court in the state where the plaintiff brought his § 10(b) action. Therefore, Second Circuit, not New York, law would apply. See id; Ahmed 781 F.Supp. at 1022; Marlow v. Gold, [1991 Transfer Binder] Fed.Sec.L.Rep. (CCH) ¶ 96,112, 1991 WL 107268 (S.D.N.Y.1991). F. Determiningr When Plaintiffs Were Placed on Inquiry Notice In the Second Circuit, the statute of limitations for securities fraud claims begins to run when the plaintiff has actual knowledge of the alleged fraud or when the plaintiff is placed on inquiry notice, to wit, when the plaintiff has “knowledge of facts which in the exercise of reasonable diligence should have led to actual knowledge.” Phillips v. Levie, 593 F.2d 459, 462 (2d Cir.1979) (quoting Stull v. Bayard 561 F.2d 429, 432 (2d Cir.1977), emphasis added). Thus, the statute is not tolled for a plaintiffs “leisurely discovery of the full details of the alleged scheme.” Klein v. Bower, 421 F.2d 338, 343 (2d Cir.1970). Instead, the period runs from the time at which a plaintiff “should have discovered the general fraudulent scheme.” Robertson v. Seidman & Seidman, 609 F.2d 583, 587 (2d Cir.1979) (quoting Berry Petroleum Co. v. Adams & Peck, 518 F.2d 402, 410 (2d Cir.1975)). Kronfeld v. Advest, Inc., 675 F.Supp. 1449, 1458 (S.D.N.Y.1987); accord Arneil, 550 F.2d at 780. 1. The Objective Test The Second Circuit has held that the test determining whether a plaintiff was placed on inquiry notice is “objective” in nature. The means of knowledge are the same thing in effect as knowledge itself. Where the circumstances are such as to suggest to a person of ordinary intelligence the probability that he has been defrauded, a duty of inquiry arises, and if he omits that inquiry when it would have developed the truth, and shuts his eyes to the facts which call for investigation, knowledge of that fraud will be imputed to him. This rule is fully applicable in cases ... which involve claims of securities fraud. Armstrong, 699 F.2d at 88 (citations and internal quotations omitted). This objective test mandates a dismissal of or summary judgment on a plaintiffs securities fraud claim when the “pleadings disclose facts sufficient to have placed the plaintiff on inquiry-notice of the alleged fraud prior to the one-year cutoff.” Bresson, 641 F.Supp. at 345. To satisfy this test, the knowledge of the alleged fraud imputed to a plaintiff must rise to the level of the probable and not merely of the possible. When inquiry notice is asserted by a defendant as the basis for a summary judgment motion, as is the case here, the defendant has the burden of showing that no genuine issue of material fact exists as to whether the plaintiff, exercising reasonable diligence, would have discovered the fraudulent scheme by the dates identified by the defendant. See Kronfeld, 675 F.Supp. at 1458. The defendant also must establish that the circumstances in question suggested to the plaintiff the probability that he allegedly had been defrauded and not the mere possibility of the alleged fraud to trigger inquiry notice and start the running of the statute of limitations period. See Armstrong, 699 F.2d at 88; see also Zola v. Gordon, 685 F.Supp. 354, 367 n. 14 (S.D.N.Y.1988) (“Zola I”) (rejecting as “incorrect” the proposition in Klein v. Shields & Co., 470 F.2d 1344, 1347 (2d Cir.1972), that inquiry notice is triggered when the imputed knowledge is of the possibility of fraud). 2. Deciding Motions for Summary Judgment Based on Inquiry Notice This Court has noted the care with which a motion for summary judgment based on an assertion of inquiry notice must be decided, because the question of whether a plaintiff exercised reasonable diligence is usually a question of fact for the jury to decide. See Intre Sport, Ltd. v. Kidder, Peabody & Co., 625 F.Supp. 1303, 1310 (S.D.N.Y.1985), aff'd without opinion, 795 F.2d 1004 (2d Cir.1986), vacated on other grounds, 482 U.S. 922, 107 5.Ct. 3203, 96 L.Ed.2d 690 (1987). As the Second Circuit stated in Robertson, [i]ssues of due diligence and constructive knowledge depend on inferences drawn from the facts of each particular case— similar to the type of inferences that must be drawn in determining intent and good faith, [and w]hen conflicting inferences can be drawn from the facts, ... summary judgment is inappropriate. 609 F.2d at 591. In light of these considerations, this Court has concluded it is only in “extreme circumstances” that summary judgment is appropriate when the defendants assert that the action was untimely commenced because inquiry notice was triggered more than a year before the action was brought by the plaintiff. Freschi v. Grand Coal Venture, 583 F.Supp. 780, 785 (S.D.N.Y.1984). These circumstances do obtain when a court readily can impute knowledge of a probable fraud to the plaintiff from the face of the documents and facts in evidence supporting the motion for summary judgment without having to assume the role of the jury and undertake a detailed deductive analysis of the factual record to justify that imputation of such knowledge to the plaintiff. Thus, in Borden, Inc. v. Spoor Behrins Campbell & Young, Inc., 778 F.Supp. 695, 700 (S.D.N.Y.1991), Judge Conner stated that, [w]hile defendants spend an inordinate amount of time in their papers trying to prove the essentially factual issue of what plaintiff knew and when plaintiff knew it, this Court is reluctant to engage in the type of fact-finding defendants request on a motion for summary judgment. Cf. Friedman v. Meyers, 482 F.2d 435, 439 (2d Cir.1973) (summary judgment is “particularly inappropriate” when inferences which the parties sought to have drawn regarding the discovery of the alleged fraud were questions of motive, intent, and subjective feelings and reactions). Nonetheless, when these circumstances do obtain, the issues of inquiry notice and the discovery of the alleged fraud may be decided by the court as a matter of law and the court “should not be reluctant to grant summary judgment.” Hartford Fire Ins. Co. v. Federated Dep’t Stores, Inc., 723 F.Supp. 976, 981 (S.D.N.Y.1989); see In re General Dev. Corp. Bond Litig., 800 F.Supp. 1128, 1136 (S.D.N.Y.1992) (because the test of inquiry notice is objective, “a court’s determination that the information available to a plaintiff in a given instance should (or should not) have given him reason to consider and investigate the probability of fraud is surely warranted in appropriate cases” in the context of a motion to dismiss); Quantum Overseas, N.V. v. Touche Ross & Co., 663 F.Supp. 658, 663-64 (S.D.N.Y.1987) (quoting Rickel v. Levy, 370 F.Supp. 751, 756 (E.D.N.Y.1974) and Cook v. Avien, Inc., 573 F.2d 685, 697-98 (1st Cir.1978), that general suspicions and “storm warnings” in financial data trigger inquiry notice upon which summary judgment may be granted); Kronfeld, 675 F.Supp. at 1458 (“the cases are legion in which summary judgment has been granted on the ground that the plaintiff should have discovered his cause of action under the securities law before the statute of limitations had run”); Harner v. Prudential Sec. Inc., 785 F.Supp. 626 (E.D.Mich.1992) (“where ... the underlying facts are undisputed, even factually-based issues may be decided as a matter of law”). 3. Information Triggering Inquiry Notice The information that triggers inquiry notice of the probability of an alleged securities fraud is any financial, legal, or other data available to the plaintiffs providing them “with sufficient storm warnings to alert a reasonable person to the [probability] that there were either misleading statements or significant omissions involved in the sale of the [securities].” Quantum Overseas, 663 F.Supp. at 664 (quoting Cook, 573 F.2d at 697-98). Such data may come in the form of the letters and other documents provided to limited partners by the partnership, see Bresson, 641 F.Supp. at 341; Farr, 755 F.Supp. at 1225; Miller v. Grigoli, 712 F.Supp. 1087, 1088 (S.D.N.Y.1989); Hirschler v. GMD Inv. Ltd. Partnership, [1990—1991 Transfer Binder] Fed.Sec.L.Rep. (CCH) ¶ 95,919, 1991 WL 115773 (E.D.Va. Mar. 28, 1991); the offering materials themselves, see Marlow v. Gold, [1991 Transfer Binder] Fed. Sec.L.Rep. (CCH) ¶ 96,112, at 90,633-90,635, 1991 WL 107268 (S.D.N.Y. June 6, 1991); Landy v. Mitchell Petro. Tech. Corp., 734 F.Supp. 608, 617 (S.D.N.Y.1990); Kennedy v. Josephthal & Co., 814 F.2d at 798, 802 (1st Cir.1987); Hirschler, ¶ 95,919, at 99,564; Bender v. Rocky Mountain Drilling Assocs., 648 F.Supp. 330, 334-35 (D.D.C.1986); and public disclosures in the media about the financial condition of the defendant and other lawsuits alleging fraud committed by the defendant, see Arneil, 550 F.2d at 781; Zola II, 701 F.Supp. at 70; Korwek v. Hunt, 646 F.Supp. 953, 959 (S.D.N.Y.1986), aff'd, 827 F.2d 874 (2d Cir.1987); Bresson, 641 F.Supp. at 345; Gluck v. Amicor, Inc., 487 F.Supp. 608, 613-14 & n. 6 (S.D.N.Y.1980). Furthermore, neither reassurances accompanying the relevant notice nor the continued failure to disclose the facts allegedly misrepresented in the first place, relieves the plaintiff of his duty to undertake reasonable inquiry or tolls the statute of limitations. For example, in Zola I, the plaintiffs contended that the IRS notice did not start the statute of limitations because the defendant allegedly sent the plaintiffs a letter representing that he intended to fight the IRS, and because the defendant had stated earlier that the partnership had obtained its own expert appraisals supporting its valuation of the firm. See 685 F.Supp. at 366-67. The court rejected this position, stating that “as a matter of law plaintiffs would not be entitled to rely on ‘reassuring comments’ given them after they received constructive knowledge of the fraud.” Id. at 366. The court also rejected the plaintiffs’ contention that the defendant’s continuing failure to disclose material facts which originally had been misrepresented constituted fraudulent concealment sufficient to further toll the statute of limitations: The suppression of this information simply is irrelevant to plaintiffs’ duty to inquire, which was triggered by receipt of the IRS report. See Hupp [v. Gray, 500 F.2d 993,] 997 [ (7th Cir.1974) ] (“the fact which would have put a reasonable person on notice of the possibility of fraud ... was concealed”)____ Plaintiffs present no facts indicating that they undertook any inquiry whatsoever. The court can only reach one conclusion, that plaintiffs remained narcose. Zola I, 685 F.Supp. at 368 (footnote omitted). See also Farr, 755 F.Supp. at 1228 (“statements of cautious optimism, reiterations of the goal of providing income to investors, and explanations for past poor performance do not rise to the level of affirmative concealment necessary to excuse a reasonable investor from the duty of inquiry presented by the cold numbers contained in the [reports]”). Thus, once placed on inquiry notice, a limited partner cannot avoid the duty to inquire by relying on reassurances and optimistic statements made by the partnership. 4. Inquiry Notice of Integrated’s Demise This Court has previously noted that sophisticated investors legally may be presumed to know of information in the public domain, such as newspapers and magazine articles. See Hartford Fire Ins., 723 F.Supp. at 976. In Hartford, the plaintiff bondholders claimed that Federated had committed a material omission by failing to disclose the risk that Federated would be the subject of a leveraged buyout and the adverse impact that such a buyout would have on the subject debt instruments. See id. at 981-83, 987. On the defendants’ motion for summary judgment, this Court held that the alleged omissions were not material, and dismissed the plaintiffs’ §§ 10(b) and 12(2) claims. See id. at 990. This disposition followed from the fact that the disclosure of the omitted information would not have affected the “total mix” of available information because plaintiffs already should have known of such matters from general publicity accorded Federated in the media. See id. at 988. There, over sixty newspaper articles and financial reports in the general press and financial community had identified Federated as an “attractive” takeover candidate and had outlined the negative effect of takeovers on investment grade securities, such as the notes in which plaintiffs subsequently invested. See id. at 987-88 (citing Business Week and The New York Times articles); see also Seibert v. Sperry Rand Corp., 586 F.2d 949, 952 (2d Cir.1978) (plaintiff shareholders presumed to know information in public domain); Goldberger v. Baker, 442 F.Supp. 659 (S.D.N.Y.1977) (allegations of material omissions insufficient where omitted information was a “matter of public knowledge that anyone could acquire by reading a newspaper with an Amex listing”). The Moving Defendants assert that the central allegation raised by the Plaintiffs in their various Complaints, which serves as the unifying thread throughout all of the actions, is the allegation that the Plaintiffs relied on the Defendants’ misrepresentations and material omissions regarding the financial stability of Integrated. The Moving Defendants assert further that, in light of the extensive publicity surrounding the collapse of Integrated, the Plaintiffs were placed on inquiry notice of this central aspect of their fraud claim from June 1988. At oral argument, however, the Plaintiffs denied that reliance on Integrated’s financial condition to secure the financial viability of the various limited partnerships is a key unifying feature and one of the common elements of the alleged fraud perpetrated by the Defendants. Rather it was asserted that the only commonality among these cases is that “most of the defendants are Integrated or Integrated-related entities or elements.” Tr. at 34. Thus, there are several unique elements of the fraud that relates to Integrated: It is different for each partnership____ Integrated is there because we allege control in some cases, we allege guarantees in some cases, but in each case there is a specific fraud which is unique to that partnership. Or there might be a group of partnerships that have a specific fraud that we are focusing on now. Id. The Plaintiffs allege “until [they] were advised that the units were not sold out, there was no damage,” and contend from this claim that, because only then was each Partnership faced with the need to borrow money to cover the shortfall, “Integrated is not necessarily an integral part of that fraud or the damage.” Tr. at 35. The Plaintiffs derive, as a final conclusion from this analysis, the proposition that “until the plaintiffs, the investors, were on notice of the shortfall, they were not on notice of any fraud.” Id. Despite the Plaintiffs’ blanket denial of their reliance on Integrated’s financial condition in deciding to invest in these Partnerships, the final determination of this issue turns on what the Plaintiffs actually pleaded in their various Complaints regarding the Defendants’ allegedly fraudulent scheme. Thus, to the extent that the Plaintiffs allege in their Complaints that the fraud committed by the various limited partnerships was, in whole or in part, tied to misrepresentations or omissions about the financial condition of Integrated, the media reports regarding the financial demise of Integrated placed the Plaintiffs on inquiry notice about the probability of the alleged fraud caused by investing in these Partnerships out of reliance on the financial condition of Integrated and the assumption that Integrated would be in a position to finance any shortfall caused by under-subscription of the offerings. G. Pleading Compliance with the Statute of Limitations This Court has directed that plaintiffs asserting securities fraud claims must, inter alia, plead with specificity the date of purchase of the securities at issue. See Morin I, 747 F.Supp. at 1062; Intre Sport, 625 F.Supp. at 1310. “Failure to plead compliance with the statute of limitations requires dismissal without prejudice to replead.” Chaus, 801 F.Supp. at 1269; accord Ingenito v. Bermec Corp., 441 F.Supp. 525, 552 (S.D.N.Y.1977). In the numerous complaints at issue here, the Plaintiffs have consistently failed to specify their dates of purchase, in some cases simply alleging that Plaintiffs’ investments occurred “after” a certain date. Thus, each is defective insofar as it fails to plead compliance with the relevant statutes of limitations. The Defendants have provided comprehensive schedules setting forth the purchase dates for the various Partnerships. In light of the fact that the Defendants do not dispute these dates, these dates are accepted as the relevant dates in determining the issue of compliance with the statute of limitations, thereby obviating the need to dismiss the Complaints with leave to replead and suffer the delay that such a disposition would necessitate. III. Applying the Statutes of Limitations Five of the complaints have been amended to add more plaintiffs: Fillmore/Greene’s, Clovine/Standefer, West Palm/Coleman, Hunter Publishing, and Southern Inns . The Anderson Kill Defendants allege that all new Plaintiffs and Defendants are barred because they fail to relate back to the original complaints according to the requirements of Rule 15(c), Fed.R.Civ.P., which governs the “relation back” of amendments to the original pleadings. A Certain Plaintiffs’ Claims Relate Back Although the language of Rule 15(c) does not explicitly govern the relation back of amendments changing or adding plaintiffs, the Advisory Committee Notes to the 1966 amendment to the Rule state that “the attitude taken in revised Rule 15(c) toward change of defendants extends by analogy to amendments changing plaintiffs.” Additional plaintiffs may be added provided there was both notice to the defendants of the existence of the additional claim and a mistake in the original pleading as to the proper party. See Morin v. Trupin, 778 F.Supp. 711, 734 (S.D.N.Y.1991) (“Morin II”); Adler v. Berg Harmon Assocs., 790 F.Supp. 1235, 1239 (S.D.N.Y.1992); 6 Wright, Miller & Kane, 6A Federal Practice and Procedure § 1501 at 154 (1990). Rule 15(c), in effect at the time of the filing of the Amended Complaint in Hunter Publishing (filed September 9, 1991, adding forty-four plaintiffs) and of the filing of the first two Amended Complaints in Southern Inns (filed November 16, 1990, adding eleven new plaintiffs, and January 7, 1991, adding seven plaintiffs), provided that: An amendment changing the party against whom a claim is asserted relates back if ... within the period provided by law for commencing the action against the party to be brought in by amendment that party (1) has received such notice of the institution of the action that he will not be prejudiced in maintaining his defense on the merits, and (2) knew or should have known that, but for a mistake concerning the identity ■ of the proper party the action would have been brought against him. Fed.R.Civ.P., Rule 15(c) (1988). On December 19, 1991, the Plaintiffs filed amended pleadings in five of the pending actions to add additional plaintiffs (Fillmore/Greene’s, adding nine plaintiffs, Clovine/Standefer, adding twenty-nine plaintiffs, West Palm/Coleman, adding three plaintiffs, Hunter Publishing, adding one plaintiff, and Southern Inns, adding two plaintiffs). These are governed by Rule 15(c) as amended. However, the Plaintiffs may not add new plaintiffs to any action after June 19, 1991, the date laid down in § 27A. Relation back must be permitted by the statute of limitations. “Plaintiffs who joined this action by Amendments [dated after June 19, 1991] are not entitled to ... reinstatement under Section 27A. The pláin language of the statute permits ... only ... claims commenced prior to June 20, 1991 and dismissed pursuant to Lampf and Beam. [T]he Court disagrees with plaintiffs’ argument that the claims of the post-Lampf plaintiffs relate back to the date of the filing of the original Complaint in 1989.” Adler, 790 F.Supp. at 1238. Therefore, only the plaintiffs added prior to June 20, 1991, namely, the First and Second Amended Complaints in Southern Inns, may be permitted, and then only if these plaintiffs satisfy the two prongs of Rule 15(c): Notice to the defendants sufficient to prevent prejudice to their defense, and some form of mistake concerning the identity of the proper party. In Morin II, 778 F.Supp. at 733-35, additional plaintiffs (added through a consolidation of actions) were barred for two reasons. The first was that cited above, namely, that to consolidate untimely actions with timely ones “totally defies the reasoning and import of Lampf.” Id. at 734. The second was that the amended complaint did not satisfy the notice prong since the original complaint “contained no like intimation of a greater universe of possible plaintiffs.” Id. This Court distinguished Nielsen v. Professional Financial Management, Ltd., 682 F.Supp. 429 (D.Minn.1987) (following Stoppelman v. Owens, 580 F.Supp. 944 (D.C.Cir.1983)), which had permitted additional limited partners otherwise time-barred to be added as plaintiffs in a similar action, based on identity of interest and the fact that the original timely complaint in Nielsen had stated that “plaintiffs are one [sic] of several hundred Energy Brain investors nationwide and one [sic] of several investors in this district.” Nielsen, 682 F.Supp. at 435, quoted in Morin II, 778 F.Supp. at 735. In Stoppelman, the court held that the untimely claims of other limited partners could be permitted because the original action put the defendants on notice. See 580 F.Supp. at 946. The notice contemplated by Rule 15(c) is related to the idea of mistake. It must be clear to the Court that the late action is not a deliberate device to circumvent the statute of limitations. As this Court stated in Morin II, “[s]ubsection (2) makes clear that Rule 15(c) does not exist merely to keep the door open for any tardy plaintiff of whom a defendant may be aware. Rather, Rule 15(c) stands as a device of adding a party who ‘but for a mistake concerning the identity of the proper party1 would have been named originally.” 778 F.Supp. at 735; accord, Adler, 790 F.Supp. at 1239 (eliminating additional plaintiffs whose claims were added after deadline of June 19, 1991 in § 27A). But Morin concerned consolidated actions which were not only not governed by Rule 15(c) but also clearly failed the notice prong. Because defendants could easily believe that they were not named in the original Morin action as a deliberate tactical matter, they would not be on notice that they would be named in the future. The distinction is between the plaintiffs’ strategy or lack of due diligence and their honest error. “In view of the history of the application of Rule 15(c), the phrase ‘a mistake concerning the identity of the proper party* should clearly not be read to limit its usefulness to cases of misnomer.” 3 Moore’s Federal Practice ¶ 15-15[4.-2] at 15-167, n. 19 (1992). “The ‘mistake’ condition does not isolate a specific type or form of error in identifying parties, but rather is concer