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F5 Capital v. Petros Pappas et al

MEMORANDUM OF LAW in Opposition re: 49 MOTION to Dismiss . . Document

22 Cited authorities

  1. Trenwick America Lit. v. Ernst Young

    906 A.2d 168 (Del. Ch. 2006)   Cited 319 times   14 Legal Analyses
    Holding that "if there was a breach of fiduciary duty by conduct [of the parent's directors], the proper defendant is the parent itself, as the parent corporation, not the directors of [the parent]."

  2. Brooke Group Ltd. v. JCH Syndicate 488

    87 N.Y.2d 530 (N.Y. 1996)   Cited 282 times   2 Legal Analyses
    Finding forum selection clause permissive where it stated: "the underwriters will submit to the jurisdiction of a United States court"

  3. Parfi Holding v. Mirror Image

    817 A.2d 149 (Del. 2002)   Cited 175 times   1 Legal Analyses
    Holding that clause requiring arbitration of all disputes “arising out of or in connection with” the contract was broad in scope

  4. Tzolis v. Wolff

    10 N.Y.3d 100 (N.Y. 2008)   Cited 141 times   10 Legal Analyses
    Concluding that derivative suits should be recognized even though no statute provides for them

  5. Norvergence v. Worldwide

    35 A.D.3d 222 (N.Y. App. Div. 2006)   Cited 135 times
    Finding that the clause "clearly provides that if the lease has been assigned ... then the venue of any legal action shall be in the state where the principal headquarters of the assignee is located"

  6. Ingres Corp. v. CA, Inc., Del

    8 A.3d 1143 (Del. 2010)   Cited 84 times   7 Legal Analyses
    Holding that forum selection clauses are “presumptively valid and should be specifically enforced unless the resisting party clearly shows that enforcement would be unreasonable and unjust, or that the clause is invalid for such reasons as fraud and overreaching”

  7. Casville Invs., Ltd. v. Kates

    No. 12 Civ. 6968 (RA) (S.D.N.Y. Jul. 8, 2013)   Cited 64 times

    No. 12 Civ. 6968 (RA) 07-08-2013 CASVILLE INVESTMENTS, LTD., et al., Plaintiffs, v. JASON KATES, et al., Defendants. Ronnie Abrams OPINION AND ORDER RONNIE ABRAMS, United States District Judge: Plaintiffs Casville Investments, Ltd., MBC Investment SA and Watkins International, Ltd. (collectively, "Plaintiffs") bring this action on behalf of themselves and derivatively on behalf of Argo Digital Solutions, Inc. ("Argo") against Defendants Jason Kates, Richard Sullivan, David Loppert, World Capital

  8. IRB-Brasil Resseguros, S.A. v. Inepar Investments, S.A.

    2012 N.Y. Slip Op. 8669 (N.Y. 2012)   Cited 65 times   1 Legal Analyses
    Applying New York substantive law to evaluate the argument that the purported contract was void under foreign law because the board of directors never authorized it in accordance with foreign law

  9. Inversiones v. Valderrivas

    34 A.3d 1074 (Del. 2011)   Cited 35 times

    No. 425 2011. 2011-12-28 SAGARRA INVERSIONES, S.L., Plaintiff Below, Appellant, v. CEMENTOS PORTLAND VALDERRIVAS, S.A., et al., Defendants Below, Appellees,Uniland Acquisition Corporation, Nominal Defendant. Arthur L. Dent and Scott Czerwonka, Esquires, of Potter Anderson & Corroon LLP, Wilmington, Delaware; Of Counsel: John Fornaciari (argued), Robert Disch and Jeremy Keim, Esquires, of Baker Hostetler L.L.P., Washington, D.C.; for Appellant. Paul J. Lockwood (argued) and Rachel J. Barnett, Esquires

  10. Otk Assocs., LLC v. Friedman

    85 A.3d 696 (Del. Ch. 2014)   Cited 27 times
    Finding it reasonably conceivable that "[d]espite not owning a mathematical majority of the Company's common stock, [the defendant] held a combination of securities and contract rights that, together with [the defendant's] board representation and close relationships with management, gave [the defendant] effective control over [the company]."

  11. Rule 15 - Amended and Supplemental Pleadings

    Fed. R. Civ. P. 15   Cited 93,795 times   92 Legal Analyses
    Finding that, per N.Y. C.P.L.R. § 1024, New York law provides a more forgiving principle for relation back in the context of naming John Doe defendants described with particularity in the complaint

  12. Rule 4 - Summons

    Fed. R. Civ. P. 4   Cited 72,380 times   128 Legal Analyses
    Holding that if defendant is not served within 90 days after the complaint is filed, the court—on a motion, or on its own following notice to the plaintiff—must dismiss the action without prejudice against that defendant or order that service be made by a certain time

  13. Section 302 - Personal jurisdiction by acts of non-domiciliaries

    N.Y. C.P.L.R. § 302   Cited 4,333 times   6 Legal Analyses
    Holding that service may be made "to a person of suitable age and discretion at the actual place of business, dwelling place or usual place of abode of the person to be served and by ... mailing the summons to the person to be served at his or her last known residence"

  14. Section 5-1402 - Choice of forum

    N.Y. Gen. Oblig. Law § 5-1402   Cited 82 times   3 Legal Analyses

    1. Notwithstanding any act which limits or affects the right of a person to maintain an action or proceeding, including, but not limited to, paragraph (b) of section thirteen hundred fourteen of the business corporation law and subdivision two of section two hundred-b of the banking law, any person may maintain an action or proceeding against a foreign corporation, non-resident, or foreign state where the action or proceeding arises out of or relates to any contract, agreement or undertaking for