OPINION AND ORDER In this putative class action, Plaintiffs Diverse Partners, LP and Troy Bank & Trust Company have sued Defendant AgriBank, FCB for breach of contract and breach of the implied covenant of good faith and fair dealing. See Dkt. 45 (Second Am. Compl.). Plaintiffs allege that Defendant wrongfully redeemed $500,000,000 in subordinate notes (the “Notes”) before their stated maturity date, thereby causing Plaintiffs — allegedly beneficial owners of the Notes — to lose substantial interest payments. See id. Plaintiffs have moved under Fed. R. Civ. P. 23(a) and 23(b)(3) to certify a plaintiff class of all beneficial owners of the Notes when Defendant redeemed them; to appoint Plaintiffs as the co-representatives of the class; and to appoint Plaintiffs’ counsel as class counsel. See Dkts. 55-57. Plaintiffs’ motions are DENIED. DISCUSSION1 The Court assumes the parties’ familiarity with the facts of this case and directs readers to its opinion and order denying Defendant’s motion to dismiss. See Dkt. 26. The Court provides additional factual details throughout this discussion where relevant. Pursuant to Rules 23(a) and 23(b)(3), Plaintiffs seek to certify a class “of all persons who beneficially owned Notes when the Redemption occurred,” excluding (a) Defendant Agribank, (b) any of Agribank’s subsidiaries, (c) current or former officers of Agribank or any of its subsidiaries, and those officers’ immediate families, (d) any entity in which Agribank has or had a controlling interest, and (e) the legal representatives, heirs, successors, and assigns of any of these excluded parties. See Dkt. 56 (Mem. in Supp. of Class Cert.) at 1-2. In addition to bearing the burden of satisfying the requirements of Rule 23(a) — numerosity, commonality, typicality, and adequacy of representation — a plaintiff seeking certification of a Rule 23(b)(3) class action must also satisfy Rule 23(b)(3)’s requirements: first, that “the questions of law or fact common to class members predominate over any questions affecting only individual members,” and second, that “a class action is superior to other available methods for fairly and efficiently adjudicating the controversy.” In re Petrobras Sec., 862 F.3d 250, 260 (2d Cir. 2017) (internal quotation marks and citations omitted). The plaintiff must satisfy each requirement by a preponderance of the evidence. Id. Because the Court finds that Plaintiffs’ proposed class fails to satisfy Rule 23(b)(3)’s predominance requirement and that class certification is therefore inappropriate, the Court need not and does not address whether Rule 23(b)(3)’s superiority requirement or Rule 23(a)’s requirements have been satisfied. See, e.g., Royal Park Invs. SA/NV v. Deutsche Bank Nat’l Tr. Co., No. 14-CV-4394, 2017 WL 1331288, at *12 (S.D.N.Y. Ap. 4, 2017) (declining to address other class-certification prerequisites when plaintiff failed to carry burden on one).2 Rule 23(b)(3)’s predominance requirement “tests whether proposed classes are sufficiently cohesive to warrant adjudication by representation.” Mazzei v. Money Store, 829 F.3d 260, 272 (2d Cir. 2016) (internal quotation marks omitted). Predominance “is satisfied if resolution of some of the legal or factual questions that qualify each class member’s case as a genuine controversy can be achieved through generalized proof, and if these particular issues are more substantial than the issues subject only to individualized proof.” Id. (internal quotation marks omitted). “This analysis is more qualitative than quantitative,” and it “must account for the nature and significance of the material common and individual issues in the case.” Petrobras, 862 F.3d at 271 (internal quotation marks, citations, and brackets omitted). “An individual question is one where ‘members of a proposed class will need to present evidence that varies from member to member,’ while a common question is one where ‘the same evidence will suffice for each member to make a prima facie showing or the issue is susceptible to generalized class-wide proof.’” Id. at 270 (quoting Tyson Foods, Inc. v. Bouaphakeo, 136 S. Ct. 1036, 1045 (2016)). This case presents two common questions susceptible to generalized, class-wide proof: whether Defendant breached the Global Security by redeeming the Notes on July 15, 2016, rather than on their stated maturity date of July 15, 2019, see Dkt. 45 (Second Am. Compl.)
