In a 5-page decision, a federal judge in the Southern District of New York dismissed two individual defendants from a complex commercial litigation. An underlying dispute arose from a sale of an 81% interest in a company holding certain railway property and assets with an enterprise value of more than $180 million. An affiliate of the seller has a separate pending action against the buyer based on allegations that the buyer has knowingly aided and abetted breaches of fiduciary duty. In a separate action, Plaintiffs brought certain claims against a Canadian citizen and a Florida citizen who were the indirect beneficial owners of the seller. The federal court granted the individuals’ motion to dismiss on personal jurisdiction grounds. The court explained:
“Plaintiffs misleadingly suggest that the SPA was ‘the genesis of all the disputes between the parties.’ (Pl.’s Opp’n 10). Yes, the SPA is the ‘genesis’ of all Plaintiffs’ claims insofar as it is how CMC Acquisition acquired an interest in CMC Industries. But that aside, CMC Industries’s claim against the Individual Defendants has nothing to do with the SPA. The claim does not involve the parties to the SPA, it does not allege breach of the SPA, and it does not call for interpretation of the SPA; instead, it involves an internal corporate governance dispute between a Texas corporation and foreign shareholders of that corporation governed by Texas law. Notably, elsewhere, CMC Acquisition itself has conceded that ‘the SPA includes no provision concerning the post-acquisition management of CMC or TRT LeaseCo,’ (Docket No. 54, at 17), rendering it irrelevant to the corporate governance dispute underlying the claim against the Individual Defendants. That is correct — and defeats Plaintiffs’ reliance on the SPA for personal jurisdiction over the Individual Defendants. ‘Where, as in the present action, the rights being asserted do not originate from the contract containing the forum selection clause, the clause does not apply.’”
PSD’s clients’ claims related to corporate governance and contract issues remain pending in both federal actions. A copy of the September 14, 2018 decision can be found here: 180914 Memorandum Opinion and Order
The Governor’s office, state Senate and House conferred upon PSD recognition for its launch of the PSD International Child Rescue Project at an event hosted at PSD’s Back Bay offices.
A federal judge denied a motion to dismiss by Metropolitan Property & Casualty Insurance Company and the Commerce Insurance Company in a civil RICO case. PSD represents a large plaintiffs’ law firm. The firm brought claims against the insurance companies asserting that they improperly imposed prohibitions on healthcare providers’ cooperation with insurance claims by patients. As alleged, the insurance companies also purported to give criminal releases to those providers in return for those restraints, indicating that the insurers threatened the use of criminal charges in a civil context. The federal court found that the allegations stated plausible claims. Also, the federal court found agreed with PSD that the insurance carriers had inappropriately tried to combine multiple briefs in order to avoid page limitations.
The Court’s decision can be found here: 10 Order on Motions to Dismiss Counterclaims and to Strike
In a hotly contested RICO case, a PSD client won a motion to compel on several grounds. In the process, the federal court ruled that Plaintiffs Metropolitan Property & Casualty Insurance Company and the Commerce Insurance Company violated the Order governing an e-discovery protocol. Specifically, these insurance carriers did not allow their vendor to participate in efforts to resolve e-discovery issues. Metropolitan’s and Commerce’s lawyers had argued that they did not want to put their vendors in the position of being cross-examined. The federal court rejected that position. In so doing, the federal court held that Metropolitan’s and Commerce’s “refusal to allow participation by their vendors in the meet and confer process violates both the spirit and the letter of the December 20, 2017 Order Governing E-Discovery Protocol.”