Mina Investment Holdings Ltd. v. Lefkowitz

184 F.R.D. 245, 1999 U.S. Dist. LEXIS 487, 1999 WL 25050
CourtDistrict Court, S.D. New York
DecidedJanuary 20, 1999
DocketNo. 97 Civ. 1321 RWS
StatusPublished
Cited by28 cases

This text of 184 F.R.D. 245 (Mina Investment Holdings Ltd. v. Lefkowitz) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Mina Investment Holdings Ltd. v. Lefkowitz, 184 F.R.D. 245, 1999 U.S. Dist. LEXIS 487, 1999 WL 25050 (S.D.N.Y. 1999).

Opinion

OPINION

SWEET, District Judge.

Plaintiffs Mina Investment Holdings Ltd. and Pentium Capital Holdings, Ltd. (“Plaintiffs”) move pursuant to Rule 59(e) of the Federal Rules of Civil Procedure for an order granting reconsideration of this Court’s August 10, 1998, opinion dismissing claims of tortious interference of contract, unjust enrichment, recission, and reformation against defendant Nippon Credit Trust Co. (“Nippon”), vacating that opinion, and denying Nippon’s motion to dismiss. Alternatively, Plaintiffs move pursuant to Rule 15(a) for leave to file and serve a second amended complaint. For the reasons set forth below, the motion for reconsideration is granted in part and denied in part, and the motion by Nippon to dismiss the amended complaint is granted. Additionally, the motion to amend the amended complaint is granted in part and denied in part. Specifically, Plaintiffs are granted leave to amend the claim of unjust enrichment.

Parties

Plaintiffs are investment companies incorporated in the British Virgin Islands, with their principal place of business in Switzerland, where their sole director, an entity named Saturn Corporate Services Inc., is located, and where officials of Saturn directed, controlled, and coordinated all of. their activities.

Defendant Steven W. Lefkowitz (“Lefkowitz”) is a resident of King’s County, New York. He has identified himself as chairman of the board of directors and president of defendant MECO Holdings, L.L.C. (“MECO Holdings”), and as chairman of the board of directors of defendant Mill Equipment & Engineering Corporation (“MECO”).

Defendant MECO Holdings is a limited liability company organized and existing under the laws of Delaware. Since April 1994, MECO Holdings has owned the majority of the stock of defendant MECO, a Delaware corporation. The management of MECO Holdings was occasionally nominally vested in an entity named Wade Capital Corporation, a Delaware corporation wholly owned and controlled by Defendant Lefkowitz.

Defendant MECO is a Delaware corporation, with its principal place of business in Pittsburgh, Pennsylvania. It is engaged in the manufacture of electrical and mechanical equipment for customers in the metals industry.

Defendant MECO Investment Corp. (“MIC”) is a Delaware corporation and a wholly owned subsidiary of Defendant MECO, incorporated on June 16,1995.

Defendant Scoggin Capital Management, L.P. (“Scoggin”) is a domestic limited partnership organized and existing under the laws of Delaware.

Defendant Selig Partners, L.P. is a domestic limited partnership organized and existing under the laws of Delaware. Selig was both an equity investor in MECO Holdings, as well as a party which loaned money to MECO Holdings for the acquisition of MECO.

Defendant Nippon is a bank and trust company existing under the laws of New York.

Prior Proceedings and Facts

The facts and prior proceedings were set forth in detail in the opinion of August 10, 1998, familiarity with which is assumed. See Mina Investment Holdings Ltd. v. Lefkowitz, 16 F.Supp.2d 355 (S.D.N.Y.1998). Those facts and prior proceedings relevant to the instant motion'are set forth below.

Plaintiffs filed their original complaint on February 25, 1997, and their first amended complaint (the “Amended Complaint”) on [248]*248January 12, 1998. The Amended Complaint contains three counts, two of which are directed against Nippon. Count I alleges breach of contract against MECO Holdings, and demands specific performance. Count II alleges tortious interference with contractual relations against all defendants except MECO Holdings, and Count III alleges unjust enrichment, rescission, and reformation of contracts against all defendants.

According to the Amended Complaint, in April 1994, Plaintiffs agreed to loan MECO Holdings $1 million to partially finance the acquisition of MECO. Plaintiffs’ loan was made in exchange for certain rights and obligations by MECO Holdings which were set out in an agreement dated April 4, 1994 (the “Purchase Agreement”). Among other things, the terms of the Purchase Agreement provided that Plaintiffs would receive a “senior promissory note” for $1 million plus interest, payable in five years; warrants for the purchase of 100,000 shares of stock in MECO; a covenant by MECO Holdings to furnish additional warrants for the purchase of 50,000 shares of MECO stock on each subsequent anniversary date of the Purchase Agreement in which debt or interest remained outstanding on the promissory note; and various affirmative covenants and limitations (including negative covenants) by MECO Holdings.

The negative covenants provided, inter alia, that as long as the note remained outstanding, MECO Holdings would not, nor would it permit any subsidiary to, create, incur, or assume additional debt, issue, sell, or otherwise dispose of any shares of any class of its stock, or enter into or be a party to any contract aside from those existing at the closing.

Prior to the loan agreement with Nippon, the Purchase Agreement was breached on several occasions by defendants other than Nippon. For instance, during May and June 1994, $600,000 was transferred from MECO to MECO Holdings, and Lefkowitz authorized the payment of $150,000 per year to one of his own entities, Wade Capital Corporation. In July 1995, MECO Holdings obtained a $300,000 loan from Scoggin, which was granted seniority over Plaintiffs’ loan and for which Scoggin received warrants for 37,500 shares of stock. In May 1995, MECO and MECO Holdings created MIC to be used to form a joint venture with the Bethlehem Steel Corporation called Chicago Cold Rolling, L.L.C. (“CCR”). MECO and MECO Holdings then arranged to have NationsBank loan approximately $40 million to the joint venture in order to finance the construction of a steel mill outside of Chicago. As part of the financing from NationsBank, MECO Holdings, and MECO obtained a $300,000 loan from Scoggin and other nonparty lenders. Lefkowitz, MECO Holdings, and MECO also arranged to have Scoggin and the other lenders loan them an additional $6 million to obtain a letter of credit for a performance bond required by NationsBank to insure the completion of the CCR mill. In return, Scoggin and the other lenders received warrants to purchase up to one-third of MIC’s outstanding shares of stock plus an interest payment made in August 1996 of $158,000 for each investor. Also in 1995, Plaintiffs did not receive warrants for additional 50,000 shares of MECO stock on the anniversary of the Purchase Agreement.

On November 21, 1995, Lefkowitz, MECO Holdings, and MECO acted to accept a commitment whereby Nippon would loan $3 million to MECO, to be used to fund the CCR joint venture. The loan was closed on August 2, 1996. In return for the loan, Nippon received warrants for the purchase of 175,000 shares of nonvoting stock in MECO, which would be convertible into voting stock upon transfer by Nippon. The transaction was completed without consent of Plaintiffs.

About November 1, 1996, Plaintiffs informed Lefkowitz that MECO Holdings was in default because of the multiple breaches of its contractual obligations, and Plaintiffs accelerated MECO’s obligation to make full payment on its $1 million loan plus interest. On November 27,1996, MECO Holdings sent $1 million plus accrued interest to Mina by wire transfer.

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Cite This Page — Counsel Stack

Bluebook (online)
184 F.R.D. 245, 1999 U.S. Dist. LEXIS 487, 1999 WL 25050, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mina-investment-holdings-ltd-v-lefkowitz-nysd-1999.