Georgiou Family Trust v. Ruthen

CourtDistrict Court, D. Nevada
DecidedJanuary 21, 2022
Docket2:21-cv-01060
StatusUnknown

This text of Georgiou Family Trust v. Ruthen (Georgiou Family Trust v. Ruthen) is published on Counsel Stack Legal Research, covering District Court, D. Nevada primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Georgiou Family Trust v. Ruthen, (D. Nev. 2022).

Opinion

2 UNITED STATES DISTRICT COURT 3 DISTRICT OF NEVADA 4 * * * 5 Georgiou Family Trust, et al., Case No. 2:21-cv-01060-JCM-DJA 6 Plaintiffs, 7 Order v. 8 Phillip V. Ruthen, et al., 9 Defendants. 10 11 12 This action arises out of Plaintiffs Georgiou Family Trust, Byron Georgiou, and Benjamin 13 Hill Realty, LLC’s allegation that Defendants wrongfully induced Byron Georgiou to invest in a 14 factory located in Georgia. Plaintiffs sue Defendants for damages, alleging violation of Section 15 10(b) of the Exchange Act and SEC Rule 10b-5; violation of NRS 90.295; breach of fiduciary 16 duty; intentional and negligent fraud; breach of contract; rescission; negligence; accounting; and 17 fraudulent transfer. Plaintiffs move to amend their complaint to address jurisdictional facts, drop 18 a breach of contract claim against Defendant Ruthen, and add a new one for elder abuse. (ECF 19 No. 69). Defendants Shaw Industries, Inc.; Phillip V. Ruthen; and L. Lake Jordan each responded 20 separately. (ECF Nos. 71, 72, 73). Plaintiffs replied in a single filing. (ECF No. 77). 21 Defendant Jordan also filed a motion to stay discovery. (ECF No. 70). Defendant Shaw 22 Industries filed a notice of non-opposition and joinder. (ECF No. 74). No other party responded. 23 Because the Court finds that the Federal Rule of Civil Procedure 15 factors weigh in favor 24 of amendment, it grants Plaintiffs’ motion to amend. Because the Court finds that Jordan has 25 carried his burden of demonstrating that discovery should be stayed, it grants Jordan’s motion to 26 stay discovery. The Court finds these matters properly resolved without a hearing. LR 78-1. 27 1 I. Background. 2 This case arises out of Plaintiffs allegations that, in 2017, Ruthen, a Florida resident, 3 created a Georgia company, Suncrest Fitzgerald, LLC. (ECF No. 1 at 2, 6). Suncrest Fitzgerald 4 then purchased a factory in Georgia from Shaw. (Id. at 7). Ruthen then changed the name of 5 Suncrest Fitzgerald to Benjamin Hill Realty and began looking for an investor. (Id.). 6 Ruthen met Georgiou, who he informed about the opportunity to buy the Georgia factory 7 and to become the sole manager and paymaster for Benjamin Hill Realty. (Id. at 7-8). Georgiou 8 accepted and Jordan, a Georgia attorney, was retained to complete the deal. (Id.). As part of the 9 deal, Benjamin Hill Realty was converted into a Nevada company, Georgiou became its sole 10 managing member, and Benjamin Hill took title to the factory. (Id.) However, Plaintiffs allege 11 that Ruthen fraudulently represented himself as Benjamin Hill Realty’s manager, transferred the 12 factory back to Shaw, and continued to demand money from Georgiou. (Id. at 11). Plaintiffs 13 assert that at no point did Ruthen or Jordan advise Georgiou, the Georgiou Family Trust, or any 14 Georgiou Family Trust representative that the factory had been re-conveyed back to Shaw. (Id.). 15 Plaintiffs filed their complaint in the District of Nevada on June 4, 2021. (ECF No. 1). 16 After the parties extended deadlines, Ruthen, Jordan, and Shaw moved to dismiss. (ECF Nos. 22, 17 24, and 26). When those motions were docketed, the deadline for a discovery plan and 18 scheduling order was triggered for November 1, 2021. (Id.). Plaintiffs then filed an amended 19 complaint—without first moving to amend—on October 29, 2021. (ECF No. 41). The parties 20 missed the November 1, 2021 deadline to file a discovery plan and scheduling order. 21 Shaw and Ruthen moved to strike the amended complaint, which motions Jordan joined 22 (ECF Nos. 46, 52, and 53). Shaw moved to dismiss the amended complaint. (ECF No. 61). The 23 Court granted the motions to strike and denied Shaw’s motion to dismiss the amended complaint 24 as moot on November 19, 2021. (ECF No. 65). 25 A. Plaintiffs’ motion to amend. 26 Plaintiffs then moved to amend their complaint on November 22, 2021. (ECF No. 69). 27 They asserted that they have been diligent in seeking to amend but were overwhelmed by 1 the impacted schedule of lead counsel Mr. Handal, the illness of associate counsel Pamela Chalk, 2 and the fact that the primary Plaintiff and/or agent for the Plaintiffs Byron Georgiou had to travel 3 out of the country due to the grave illness of a close family member not expected to survive.” (Id. 4 at 3). They add that Plaintiffs’ counsel attempted to meet and confer with Defendants’ counsel, 5 without success. (Id. at 3-4). Plaintiffs’ amendment “addresses the issues raised in the Motions 6 [to dismiss] to include venue and personal jurisdiction issues with additional facts...” (Id. at 3). 7 The proposed amended complaint adds facts regarding Ruthen, Shaw, and Jordan’s ties to 8 Nevada; a cause of action for elder abuse; and removes the breach of contract action against 9 Ruthen. (ECF No. 69-3). 10 Shaw responded first, arguing that Plaintiffs’ proposed amendments are futile because the 11 Court cannot exercise jurisdiction over Shaw as it is incorporated and has its principal place of 12 business in Georgia. (ECF No. 71). Shaw explains that certain of Plaintiffs’ new allegations 13 improperly attribute business activities belonging to Shaw’s parent company—Shaw Industries 14 Group, Inc.—to Shaw. (Id. at 9-11). Other amendments about Shaw’s activities in Nevada, 15 according to Shaw, portray Shaw’s Nevada presence as larger than it is and rely on its use of a 16 registered agent and registration as a foreign corporation in Nevada. (Id. at 11-13). Shaw 17 concludes that, if the Court were to accept Plaintiffs’ amendments, they are insufficient to 18 demonstrate general or specific jurisdiction over Shaw. (Id. at 14-17). Shaw reiterates that 19 Plaintiffs’ amendments do not show that it is “at home” in Nevada for the purposes of general 20 jurisdiction. (Id.). Nor do the amendments show that Shaw’s contacts with Nevada gave rise to 21 the allegations for the purposes of specific jurisdiction. (Id.). 22 Ruthen makes a similar jurisdictional futility argument in responding, adding that undue 23 delay, bad faith, and prejudice are three other reasons to deny the motion. (ECF No. 72). Ruthen 24 explains that, even taking Plaintiffs’ allegations as true, they do not show that the Court has 25 personal jurisdiction over him. (Id. at 3). Ruthen argues that he took no acts “aimed at” Nevada. 26 (Id.) The fact that he negotiated with Georgiou—a purported Nevada resident—over the factory 27 in Georgia is not sufficient, nor is Ruthen’s status as a shareholder in a Nevada corporation— 1 Georgiou is a resident of California, and only claims to be a Nevada resident. (Id.). In the 2 alternative, Ruthen argues that the proposed amended complaint fails to state a claim against 3 Ruthen and thus, would not survive a renewed motion to dismiss. (Id. at 5). Plaintiffs have also 4 engaged in undue delay, Ruthen argues, because they do not explain why they did not include 5 their allegations in the first complaint. (Id. at 6). Ruthen uses the Plaintiffs’ multiple requests for 6 extensions, only to culminate in filing an amendment without first moving for one, to show bad 7 faith. (Id.) Ruthen concludes by asserting that he and all the Defendants would be prejudiced by 8 having to litigate “meritless claims that obviously should have been filed in a different forum” if 9 amendment were granted. (Id. at 6-7). 10 Jordan’s response also argues that amendment is jurisdictionally futile and adds that 11 Plaintiffs never sought a meet and confer in advance of filing their motion. (ECF No. 73). He 12 explains that, while Plaintiffs added multiple paragraphs addressing jurisdiction over Ruthen and 13 Shaw, they provided only sparse allegations about Jordan. (Id. at 6).

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Georgiou Family Trust v. Ruthen, Counsel Stack Legal Research, https://law.counselstack.com/opinion/georgiou-family-trust-v-ruthen-nvd-2022.