Joseph v. Leverton

• Court: District Court, S.D. New York
• Decided: June 25, 2024
• Docket: 1:24-cv-03081
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT USDC SDNY SOUTHERN DISTRICT OF NEW YORK DOCUMENT ELECTRONICALLY FILED ANDREW JOSEPH, derivatively on behalf DOC #: of HUT 8 CORP, DATE FILED: _ 6/25/2024 Plaintiff, -against- JAMIE LEVERTON, SHENIF VISRAM, JOSEPH FLINN, ASHER GENOOT, ALEXIA HEFTI, MICHAEL HO, STANLEY O’NEAL, RICK 24 Civ. 3081 (AT) RICKERTSEN, MAYO A. SHATTUCK, Ill, BILL TAI, and AMY WILKINSON, ORDER Defendants, -and- HUT 8 CORP., Nominal Defendant. ANALISA TORRES, District Judge: Plaintiff, Andrew Joseph, brings this shareholder derivative action alleging that Defendants made or participated in making materially false and misleading statements regarding the business, operation, and prospects of Nominal Defendant Hut 8 Corp. (“Hut 8”). See Compl., ECF No. 1. On June 13, 2024, the Court ordered Plaintiff to show cause why the action should not be transferred to the U.S. District Court for the Southern District of Florida, where Hut 8’s principal place of business is located. ECF No. 9; see Compl. § 18. By response dated June 24, 2024, Plaintiff requests that the action be transferred to the U.S. District Court for the District of Delaware. Response, ECF No. 10 at 2. Plaintiff cites the forum selection clause contained in Hut 8’s Certificate of Incorporation and Bylaws, which provides that certain corporate disputes must be brought in the Delaware Chancery Court or, “if such court lacks jurisdiction, any state or federal court located within the State of Delaware.” Jd. at 2-3. Plaintiff also notes that Hut 8 is “organized in Delaware” and argues that the action involves “classic principles of Delaware law.” Jd. at 3. Defendants “take no position .. . regarding transfer.” /d. at 2 n.1. Under 28 U.S.C. § 1404(a), “[flor the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought or to any district or division to which all parties have consented.” “When the parties have agreed to a valid forum-selection clause, a district court should ordinarily transfer the case to the forum specified in that clause.” Atl. Marine Const. Co.

v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 62 (2013). Accordingly, it is hereby ORDERED that this action shall be transferred to the United States District Court for the District of Delaware.! The Clerk of Court is respectfully directed to transfer this case to the United States District Court for the District of Delaware and to close this case. SO ORDERED. Dated: June 25, 2024 New York, New York

ANALISA TORRES United States District Judge

' Although the forum selection clause names the Delaware Chancery Court as the primary forum, federal courts may only transfer an action to another federal court. See Pope v. Atl. Coast Line R. Co., 345 U.S. 379, 384 (1953).