Jean Rey v. Michel Rey
666 F. App'x 675
| 9th Cir. | 2016Background
- Brothers Jean Pierre Rey (plaintiff) and Michel Rey (defendant) disputed ownership and transfers of corporate stock and related transactions; plaintiff sued alleging misuse of a power of attorney and wrongful transfers.
- Michel moved to dismiss under a forum selection clause in the Euroinvest Agreement that specifies disputes "stemming from" that agreement should be litigated elsewhere; the district court granted dismissal on that basis.
- Jean Pierre contended his claims arise from Michel’s abuse of a power of attorney and an alleged oral stock-trade agreement, not from the Euroinvest Agreement.
- Michel also moved to cancel four lis pendens filed by Jean Pierre against real property owned by Visitrade and sought attorneys’ fees; the district court granted cancellation and awarded fees.
- The Ninth Circuit heard de novo whether the plaintiff’s claims fell within the forum selection clause and reviewed the lis pendens cancellation and fee award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Scope of forum selection clause (Euroinvest Agreement) — whether claims fall within clause | Jean Pierre: Claims arise from Michel’s abuse of a power of attorney and alleged oral stock-trade, unrelated to Euroinvest; thus clause doesn't apply | Michel: Clause covers disputes "stemming from" Euroinvest, so forum selection clause requires dismissal | Reversed district court: clause is narrow (comparable to "arising under"); plaintiff's claims may be resolved without analyzing Euroinvest; dismissal improper at this stage; remanded |
| Cancellation of lis pendens and award of attorneys’ fees | Jean Pierre: His claims seek revocation of transfers and thus "affect title" to Visitrade property; cancellation and fee award erroneous | Michel: Visitrade holds title; shareholder claims do not affect corporate title; lis pendens improperly filed, cancellation and fees appropriate | Affirmed district court: shareholder claims do not "affect title" to corporate property; cancellation and fee award proper |
Key Cases Cited
- Mediterranean Enters., Inc. v. Ssangyong Corp., 708 F.2d 1458 (9th Cir.) (discusses scope of forum selection and arbitration clauses)
- Manetti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509 (9th Cir.) (applies arbitration-clause analysis to forum selection clauses)
- Murphy v. Schneider Nat'l, Inc., 362 F.3d 1133 (9th Cir.) (non-moving party gets all reasonable inferences on motions based on forum selection clauses)
- Schleining v. Thomas, 642 F.3d 1242 (9th Cir.) (statutory interpretation reviewed de novo)
- California v. Tax Comm'n of State, 346 P.2d 1006 (Wash.) (shareholders have no property interest in corporate physical assets)