DAVID WELLS v. GLOBAL TECH INDUSTRIES, et al.
Case No.: 2:21-cv-02040-GMN-NJK
UNITED STATES DISTRICT COURT DISTRICT OF NEVADA
March 1, 2023
Pending before the Court is Defendant Liberty StockTransfer, Inc s (“Defendant‘s“) Motion for Summary Judgment, (ECF No. 52). Plaintiff David Wells (“Plaintiff“) filed a Response, (ECF No. 64), to which Defendant filed a Reply, (ECF No. 65).
Also pending before the Court is Plaintiff‘s Motion for Summary Judgment, (ECF No. 55). Defendant filed a Response, (ECF No. 63), to which Plaintiff filed a Reply,1 (ECF No. 66).
Further pending before the Court is Defendant‘s Motion for Sanctions, (ECF No. 51). Plaintiff filed a Response, (ECF No. 57), to which Defendant filed a Reply, (ECF No. 60).
For the reasons discussed below, the Court GRANTS Plaintiff‘s Motion for Summary Judgment, and DENIES Defendant‘s Motion for Summary Judgment and Motion for Sanctions.
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This case arises from Defendant‘s alleged failure to register and transfer Plaintiff‘s shares of stock. Formerly known as Tree Top Industries, Inc., Global Tech Industries Inc. (“GTII“) is a corporation organized under the laws of the State of Nevada, with a registered address in Las Vegas, Nevada. (Compl. ¶ 2, ECF No. 1). Defendant is the current stock transfer agent of GTII. (Id. ¶ 3). Plaintiff is a financial consultant who performed services for GTII in 2012. (Id. ¶ 8).
On February 6, 2012, Plaintiff received 1,500,000 fully paid and non-assessable shares of GTII common stock as partial payment for prior services rendered. (Id.); (Jeffrey English (“English“) Decl. ¶ 2, ECF No. 54). This transaction was confirmed in GTII‘s 10-Q Form filed with the United States Securities and Exchange Commission (“SEC“) on May 10, 2012.2 (SEC 10-Q Form at 12, Ex. 2 to Pl.‘s Mot. Summ. J. (“MSJ“), ECF No. 55-3). GTII allegedly issued a certificate for these shares, Certificate Number ZQ.6713 (the “Certificate“), (Certificate at 1, Ex. 1 to English Decl., ECF No. 54), but the record shows that GTII never delivered Plaintiff a physical stock certificate memorializing his ownership of the shares. (David Wells (“Wells“) Decl. ¶ 5, Ex. 9 to Plaintiff‘s MSJ, ECF No. 55-11); (David Reichman (“Reichman“) Dep. 76:12-21, Ex. 2 to Teri T. Pham (“Pham“) Decl. to Ex. 10 to Pl.‘s MSJ, ECF No. 55-21).
On December 28, 2012, GTII‘s board effected a 100 to 1 reverse stock split, and Plaintiff‘s shares were converted from 1,500,000 to 15,000 shares of common stock. (English Decl. ¶ 4). GTII again did not issue or deliver a physical stock certificate to Plaintiff. Instead, Direct Transfer LLC, a subsidiary of Issuer Direct Corporation (“Issuer Direct“), and GTII‘s transfer agent at the time, registered Plaintiff as the owner of 15,000 uncertificated shares held
On March 21, 2016, David Reichman, GTII‘s president, sent an email to Issuer Direct requesting a copy of GTII‘s shareholder list. (See generally Reichman Email at 1, Ex. 1 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-12). Specifically, Reichman sought a list of what shares were listed as “book entry, noted as [f]ree, or [r]estricted.” (Id. at 2, Ex. 1 to Wells Decl. to Ex. 9 to Pl.‘s MSJ). In response, Issuer Direct sent a document which showed Plaintiff as the owner of 15,000 shares of book entry stock. (List of Certificates at 5, Ex. 2 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-13). On March 22, 2016, Plaintiff and Reichman discussed this document in an email exchange, during which Reichman noted without objection that Plaintiff‘s shares were held in book entry form. (Wells & Reichman 2016 Email Exchange at 2-3, Ex. 2 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-13).
On May 10, 2016, GTII conducted a 10 to 1 forward split of shares, which converted Plaintiff‘s 15,000 shares to 150,000 shares. (SEC 10-Q Form at 20, Ex. 4 to Pl.‘s MSJ, ECF No. 55-5). Specifically, Plaintiff‘s 150,000 shares were recorded as his initial 15,000 book entry shares plus an additional 135,000 shares issued in book entry form. Once again, GTII did not issue or deliver any physical stock certificate to Plaintiff. Indeed, Olde Monmouth, the transfer agent which followed Issuer Direct but preceded Defendant, listed in its records that Plaintiff owned 150,000 uncertificated book entry shares. (English Dep. 41:19-42:4, Ex. 3 to Pham Decl. to Ex. 10 to Pl.‘s MSJ, ECF No. 55-25); (Old Monmouth Records January 24, 2020, at 43, Ex. 1 to Resp. Mot. Sanctions, ECF No. 57-2). Until July 30, 2021, after Defendant became GTII‘s transfer agent, Plaintiff was noted in GTII and Defendant‘s records as separately owning 15,000 and 135,000 shares in book entry form. (Account Entry at 1-4, Ex. 4 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-15).
By way of example, there is a book entry dated December 28, 2012, for David Wells in the amount of 15,000 shares (BE1-515), and another book entry dated May 09, 2016, in the amount of 135,000 shares (BE1-516). However, the Company is in possession of the attached certificate in the name of David Wells for 1,5000,000 shares (Certificate Number ZQ.6713) issued by VStock Transfer LLC. As you know, GTII performed a 1-for-100 reverse split on December 28, 2012, and a 1-for-10 forward split on May 09, 2016. Thus, while Mr. Wells’ total amount of shares (150,000) is correct, the shares being in book entry is incorrect. In other words, since Mr. Wells’ certificate was never presented for conversion to book entry, all of Mr. Wells’ holdings should be in certificate form only.
(Id., Ex. B to Def.‘s Resp.).
On August 17, 2021, GTII filed a Complaint against Plaintiff in the United States District Court for the Southern District of New York. (See generally GTII Complaint, Ex. 5 to Pl.‘s MSJ, ECF No. 55-5). That same day, Jeffrey English, Defendant‘s president, emailed Plaintiff, explaining that GTII issued a “strop transfer order” against his shares because of GTII‘s contention that Plaintiff‘s “original shares [were] not [in] book-entry form . . . .” (August 17, 2021, Email Exchange at 2, Ex. G to English Decl., ECF No. 54-8). English further explained that Defendant would re-evaluate Plaintiff‘s request once the Southern District of New York declined to impose an “injunction or [temporary restraining order].” (Id., Ex. G to English Decl.). English articulated that “in the event the dispute is resolved,” it would need an “updated legal opinion . . ., a medallion guaranteed stock power/DWAC Request Form and transfer fees of $275” to process Plaintiff‘s request. (Id., Ex. G to English Decl.). Notably, GTII did not file a motion for injunctive relief in the Southern District of New York until April 25, 2022, nearly eight months after Plaintiff made his first request seeking registration of his shares. (See generally Order Denying Injunctive Relief, Ex. 7 to Pl.‘s MSJ, ECF No. 55-8).
On August 17, 2021, Plaintiff‘s counsel sent Defendant a copy of the medallion guaranteed stock power/DWAC Request Form along with the other requirements specified by Defendant. (August 17, 2021, Letter from Plaintiff‘s Counsel at 1-2, Ex. H to English Decl., ECF No. 54-9); (DWAC Form at 1, Ex. I to English Decl., ECF No. 54-10). Defendant maintains that this request was deficient for two reasons: (1) the DWAC Request Form failed to include the Certificate, thereby preventing it from registering the 15,000 shares it contends were certificated, and (2) Plaintiff provided a copy of the DWAC Request Form and medallion signature rather than the original version. (English Decl. ¶¶ 24-27). Even if Plaintiff complied
On November 11, 2021, Plaintiff filed a Complaint against Defendant in this Court, asserting that Defendant and GTII violated their Duty to Register Transfer of Shares under
In August 2022, Defendant filed the present Motion for Sanctions and Motion for Summary Judgment. (ECF Nos. 51, 52). In response, Plaintiff filed his Motion for Summary Judgment (Pl.‘s MSJ, ECF No. 55). The Court discusses the parties cross-motions for summary judgment and Defendant‘s Motion for Sanctions below.
II. LEGAL STANDARD
The Federal Rules of Civil Procedure provide for summary adjudication when the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that “there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.”
In determining summary judgment, a court applies a burden-shifting analysis. “When the party moving for summary judgment would bear the burden of proof at trial, it must come forward with evidence which would entitle it to a directed verdict if the evidence went uncontroverted at trial. In such a case, the moving party has the initial burden of establishing the absence of a genuine issue of fact on each issue material to its case.” C.A.R. Transp. Brokerage Co. v. Darden Rests., Inc., 213 F.3d 474, 480 (9th Cir. 2000) (citations omitted). In contrast, when the nonmoving party bears the burden of proving the claim or defense, the moving party can meet its burden in two ways: (1) by presenting evidence to negate an essential element of the nonmoving party‘s case; or (2) by demonstrating that the nonmoving party failed to make a showing sufficient to establish an element essential to that party‘s case on which that party will bear the burden of proof at trial. See Celotex Corp., 477 U.S. at 323-24. If the moving party fails to meet its initial burden, summary judgment must be denied, and the court need not consider the nonmoving party‘s evidence. See Adickes v. S.H. Kress & Co., 398 U.S. 144, 159-60 (1970).
If the moving party satisfies its initial burden, the burden then shifts to the opposing party to establish that a genuine issue of material fact exists. See Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986). To establish the existence of a factual dispute, the opposing party need not establish a material issue of fact conclusively in its favor. It is sufficient that “the claimed factual dispute be shown to require a jury or judge to resolve the
At summary judgment, a court‘s function is not to weigh the evidence and determine the truth but to determine whether there is a genuine issue for trial. See Anderson, 477 U.S. at 249. The evidence of the nonmovant is “to be believed, and all justifiable inferences are to be drawn in his favor.” Id. at 255. But if the evidence of the nonmoving party is merely colorable or is not significantly probative, summary judgment may be granted. See id. at 249-50.
III. DISCUSSION
A. Cross-Motions for Summary Judgment, (ECF Nos. 52, 55)
“[W]hen simultaneous cross-motions for summary judgment on the same claim are before the court,” like they are here, “the court must consider the appropriate evidentiary material identified and submitted in support of both motions, and in opposition to both motions, before ruling on each of them.” Fair Hous. Council of Riverside Cnty., Inc. v. Riverside Two, 249 F.3d 1132, 1134 (9th Cir. 2001).
At its core, the present controversy is composed of four distinct issues. First, whether Plaintiff breached his 2012 consultancy agreement with GTII, thereby eliminating his ownership interest in the shares he now claims Defendant wrongfully refused to register and transfer. Second, whether Defendant and GTII are equitably estopped from claiming the original 15,000 shares are certificated. Third, whether Plaintiff complied with the preconditions required under Nevada law to register and transfer his uncertificated shares on August 17, 2021. Finally, assuming Defendant wrongfully refused to transfer Plaintiff‘s shares, the parties dispute what date should be used to measure the value of his shares in calculating damages.
The Court will begin by examining whether Plaintiff earned his GTII shares.
1. Plaintiff‘s Ownership Over the GTII Shares
Defendant contests for the first time in its Response to Plaintiff‘s Motion for Summary Judgment that Plaintiff is not entitled to the GTII shares at issue because he breached his consultancy agreement with GTII in 2012. (Resp. Pl.‘s MSJ 23:19-23, ECF No. 63). In response, Plaintiff contends that Defendant‘s argument relies on isolated statements taken from the record which fail to create a disputed fact. (Reply Pl.‘s MSJ 3:16-4:9, ECF No. 66). Additionally, Plaintiff advances that this Court should adopt the reasoning of the Southern
Beginning with Plaintiff‘s second argument, the Southern District of New York determined in Global Tech Industries Group Inc. v. Wells, No. 21-cv-06891, 2022 WL 2872298, at *6 (S.D.N.Y. July 21, 2022), that any claim by GTII concerning whether Plaintiff breached the 2012 consultancy agreement is time-barred under New York or California‘s statute of limitation.3 The Southern District of New York reached this conclusion by examining the oral communications between Plaintiff and GTII that took place in 2012, as well as the shares issued to Plaintiff this same year. Id. Using 2012 as the operative date based on these events, the court then determined that because GTII‘s case was initiated in 2021, nearly nine years after the cause of action accrued, any claim for breach of contract or breach of the implied covenant of good faith and fair dealing was time-barred under New York or California‘s statute of limitation. Id.
Here, any dispute surrounding whether Plaintiff earned his GTII shares pursuant to his consultation agreement with GTII arises from the same operative events identified by the Southern District of New York. Under New York law, causes of action for breach of contract and breach of the covenant of good faith and fair dealing are governed by
2. Equitable Estoppel
Plaintiff contends that Defendant is equitably estopped from asserting his original 15,000 shares are certificated. (Pl.‘s MSJ 12:23-14:15). In response, Defendant asserts that Plaintiff is unable to “establish all the elements of estoppel through undisputed material facts.” (Resp. Pl.‘s MSJ 15:14-16); (Reply Def.‘s MSJ 13:11-15:7). Specifically, Defendant maintains that Plaintiff cannot prove the second, third, and fourth elements of equitable estoppel. (Resp. Pl.‘s MSJ 15:14-16); (Reply Def.‘s MSJ 13:11-15:7).
“Equitable estoppel functions to prevent the assertion of legal rights that in equity and
Beginning with the second element, this case concerns which party is responsible for a recordation error. According to Defendant, it should not be held liable for GTII, by and through its previous transfer agents’ blunder, in recording Plaintiff‘s shares as book entry rather than certificated. This argument misses the mark. One of the “basic principles” of negotiable instrument law is that an “issuer is estopped from denying representations made in the text of a security.” Uniform Commercial Code § 8-202 cmt. 2; see Delaware-New Jersey Ferry Co v. Leeds, 186 A. 913, 286 (Del. Ch. 1936) (“If an innocent purchaser for value cannot rely on the verity of what the complainant itself represented by its certificate to be true, there could be not security whatever in transactions of purchase and sale of stocks.“). Pursuant to this principle, “a defect in form or the invalidity of a security” normally is not “available to the issuer as a defense.” Uniform Commercial Code § 8-202 cmt. 2 (citing First Nat Bank of Fairbanks, Alaska v. Alaska Airmotive, 119 F.2d 267, 269 (9th Cir. 1941). This “general rule of estoppel is here adopted in favor or purchasers . . . .” (Id.).
Applying this general rule to the facts of this case, the burden for a recordation error
Indeed, on July 30, 2021, a week before Plaintiff requested Defendant to register his shares, Defendant provided Plaintiff with a record showing that his shares were in book entry form. (Account Entry at 1-4, Ex. 4 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-15). In the face of these repeated attestations that Plaintiff‘s shares were in book entry form, it is not contrary to principles of equity, as Defendant maintains, to bind Defendant and GTII to its representation that Plaintiff‘s shares were in book entry form.6 See Holbrook v. New Jersey Zinc Co., 1874 WL 11228, at *4 (N.Y. Jan. 1, 1874) (“It cannot now be denied, that if a corporation having power to issue stock certificates does in fact issue such a certificate, in
Turning to the third element, Defendant argues that Plaintiff was not ignorant of the true state of facts because “Plaintiff, before even making a request to [Defendant] to register or transfer the shares, was informed by GTII that the shares are certificated.” (Reply Def.‘s MSJ 13:20-23); (see Resp. Pl.‘s MSJ 6:5-23). In support of its argument, Defendant primarily relies on a series of email exchanges between it and Plaintiff following August 16, 2021. (Reply Def.‘s MSJ 13:23-14:1); (Resp. Pl.‘s MSJ 6:7-23). However, Plaintiff‘s original request to Defendant to register and transfer his shares was made on August 6, 2021. (August 6, 2021, Letter at 2, Ex. 5 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-16). Thus, Defendant‘s argument fails to the extent that it relies on emails occurring after Plaintiff‘s request had been made.
Defendant additionally relies on an email exchange between Plaintiff and Reichman that occurred the same day Plaintiff requested Defendant register and transfer his shares. Specifically, on August 6, 2021, Reichman sent Plaintiff an email stating that GTII had Plaintiff‘s “certificate in its possession.” (Wells & Reichman 2021 Email Exchange at 1, Ex. E to English Decl., ECF No. 54-6). Reichman further explained that GTII never “tendered the certificate to you as payment” because Plaintiff purportedly did not fulfill the 2012 consultancy agreement. (Id., Ex. E to English Decl.). Reichman disclosed that GTII “would gladly turn your certificate over” if Plaintiff could resolve the issue which formed the basis of his 2012 consultancy agreement, but “[s]hort of that, you have not earned the compensation.” (Id., Ex. E to English Decl.). For the reasons set forth below, the Court finds that this email exchange fails
Prior to this email GTII,7 and by extension Reichman, repeatedly represented to Plaintiff that his shares were held in book entry form. This included a discussion between Reichman and Plaintiff in 2016 during which Reichman noted without objection that Plaintiff‘s shares were held in book entry form. (Wells & Reichman 2016 Email Exchange at 2-3, Ex. 2 to Wells Decl. to Ex. 9 to Pl.‘s MSJ). Reichman‘s August 6, 2021, email marks a complete departure from these representations. Indeed, based on the record before the Court, this email not only constitutes the first instance where GTII, through Reichman, mentions that Plaintiff‘s shares are certificated, but now introduces the contention that Plaintiff never actually earned his GTII shares. The Court is unwilling to conclude that this email, sent the same day Plaintiff requested his shares be registered and transferred to Defendant, demonstrates that Plaintiff was not ignorant of the true state of facts.8
As to the last element, Defendant asserts that Plaintiff cannot “point to any detrimental by him based on any representation by [Defendant] that the shares were not certificated, particularly because Plaintiff does not state what he would have done differently.” (Reply Def.‘s MSJ 14:3-12). Defendant further asserts that “[n]owhere does Plaintiff allege he would have been able to convince [GTII] to provide the Certificate or otherwise take any action to effectuate transfer of certified shares in the absence of a Certificate.” (Resp. Pl.‘s MSJ 16:17-21). The Court disagrees.
Beginning with Defendant‘s latter statement, this argument requests the Court reward misconduct. At its core, Defendant asserts there can be no detrimental reliance because even
As to the former, Plaintiff‘s entire claim is predicated on his reliance on GTII and Defendant‘s representations that his shares were held in book form. It is not a question of what Plaintiff would have done differently, but the doubt cast on any transaction he could have engaged in due to GTII and Defendant denying their previous representations that Plaintiff owned book entry shares. GTII, with its agents including eventually this Defendant, represented for nearly a decade that Plaintiff owned a certain number of shares in a certain form. These affirmative actions thereby held out to the world that Plaintiff was an owner of a specific type of share with the capacity to transfer his uncertified shares. If Plaintiff cannot rely on the verity of the representations provided to him by GTII and Defendant, then there can be no security in any transaction he engaged in, including the one underlying the present dispute. See Delaware-New Jersey Ferry Co., 186 A. at 286.
In sum, the Court agrees with Plaintiff‘s estoppel argument. Defendant is estopped from contending that Plaintiff‘s shares were held in certificate form. Accordingly, Defendant‘s position that it was not obligated to registration and transfer Plaintiff‘s shares because it was certificated is untenable.
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Having determined that Plaintiff possessed uncertificated shares, the next issue concerns whether Defendant improperly refused to register and transfer said shares.9 Article 8 of the Nevada Uniform Commercial Code (“UCC“)—Investment Securities governs the registration of transfers of securities by stock issuers and their transfer agents. Section 8201(a) provides that the issuer is the company that issued the security.
(a) Under the terms of the security, the person seeking registration of transfer is eligible to have the security registered in his or her name;
(b) The endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(c) Reasonable assurance is given that the endorsement or instruction is genuine and authorized;
(d) Any applicable law relating to the collection of taxes has been complied with;
(e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with
NRS § 104.803 .(f) A demand that the issuer not register transfer has not become effective under
NRS 104.8403 , or the issuer has complied with subsection 2 of that section but no legal process or indemnity bond is obtained as provided in subsection 4 of that section; and(g) The transfer is in fact rightful or is to a protected purchaser.
Defendant asserts that to “satisfy subsection (c) of
Here, the Court finds that the original medallion signature and broker‘s representation letter required by Defendant were unreasonable assurances. As Defendant notes, a medallion
In sum, the Court finds the measures imposed by Defendant were unreasonable under the circumstances. Based on the facts of this case, Defendant‘s efforts can best be described as an attempt to engage in “procedural subterfuge” to prevent the transfer of Plaintiff‘s shares. Merkens v. Computer Concepts Corp., 766 F. Supp. 2d 245, 248 (E.D.N.Y. 1999). As Plaintiff otherwise complied with the requirements of
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Here, Plaintiff argues that any measurement of damages should be calculated using GTII‘s share prices on August 17, 2021, the day Defendant wrongfully refused to transfer Plaintiff‘s shares. (Reply Pl.‘s MSJ 15:19-11). In rebuttal, Defendant posits that because
Plaintiff cites to Source Direct Holdings, Inc. v. Integritas, Inc., No. 2:08-cv-520, 2010 WL 4286272 (D. Utah Oct. 21, 2010); (Reply Pl.‘s MSJ 16:1) in support of his argument. In Source Direct Holdings, Inc., the United States District Court for the District of Utah applied Nevada law in measuring a shareholder‘s damages for an issuer‘s wrongful refusal to transfer shares. Id. at *6. In determining what day to measure the value of the stock for computing damages, the court began by noting that “the measure of damages in Nevada for the conversion of property, when the converter keeps possession of it, is the fair value of the property at the time of its conversion, plus (prejudgment) interest from the date of conversion.” Id. at *6 (collecting cases). This analysis is aligned with Plaintiff‘s theory that the measure of damages is the value of the stock at the date of conversion.
However, the court then observed that on November 10, 2005, a stop transfer instruction was issued against the plaintiff‘s shares. Id. at *7. The court found this stop transfer was lawfully imposed against the shares for three days. Id. Thus, the Source Direct Holdings, Inc. court determined that under Nevada law, the appropriate date to measure the value of the stock was the day the stop transfer period elapsed. Id. Contrary to Plaintiff‘s contention, Source Direct Holdings, Inc. does not support his theory that the value of his shares should be measured on the initial date of Defendant‘s refusal. Instead, it stands for the proposition that the proper date to measure the value of a stock for determining damages is the date when the
The Court adopts the reasoning of the court in Source Direct Holdings, Inc., and applies it to the facts of this case. As relevant here,
Here, the parties do not dispute that GTII was legally authorized to impose a stop transfer on Plaintiff‘s shares for up to thirty days after it instituted legal proceedings against Plaintiff in the Southern District of New York on August 17, 2021. (Resp. Pl.‘s MSJ 9:13-16); (Resp. Def.‘s MSJ 17:4-24). During this time, GTII had to request injunctive relief or provide an indemnity bond to prolong the stop transfer. See Bender v. Memory Metals, Inc., 514 A.2d 1109, 1118 (Del. Ch. 1986) (noting that the intermediary would have been statutorily required to register the transfer after thirty days under UCC § 8-403, the statute
Based on the records provided by Plaintiff, GTII‘s share price was $1.25 at closing on September 16, 2021. (GTII Share Prices at 2, Ex. 10 to Wells Decl. to Ex. 9 to Pl.‘s MSJ, ECF No. 55-21). Therefore, the total value of Plaintiff‘s shares as of September 16, 2021, was $187,500.00. Plaintiff explains he mitigated his damages during the pendency of this lawsuit by selling 135,000 shares for $147,924.00. (Reply Pl.‘s MSJ 16:24-26). Accordingly, subtracting Plaintiff‘s mitigated damages from the total, Plaintiff is entitled to $39,576.00 in
In sum, the Court GRANTS Plaintiff‘s Motion for Summary Judgment and DENIES Defendant‘s Motion for Summary Judgment.
B. Defendant‘s Motion for Sanctions, (ECF No. 51)
Defendant also filed a Motion for Sanctions under
To recount, the Court GRANTS Plaintiff‘s Motion for Summary Judgment and DENIES Defendant‘s Motion for Summary Judgment and Motion for Sanctions. Plaintiff is awarded $39,576.00 in damages for Defendant‘s wrongful refusal to register transfer of shares in violation of
IV. CONCLUSION
IT IS HEREBY ORDERED that Plaintiff‘s Motion for Summary Judgment, (ECF No. 55), is GRANTED.
IT IS FURTHER ORDERED that Defendant‘s Motion for Summary Judgment, (ECF No. 52), is DENIED.
IT IS FURTHER ORDERED that Defendant‘s Motion for Sanctions, (ECF No. 51), is DENIED.
DATED this 1 day of March, 2023.
Gloria M. Navarro, District Judge
UNITED STATES DISTRICT COURT