Research & Development Center "teploenergetika," LLC v. EP International, LLC

182 F. Supp. 3d 556, 2016 U.S. Dist. LEXIS 55843
CourtDistrict Court, E.D. Virginia
DecidedApril 26, 2016
DocketCivil No. 2:15cv362
StatusPublished
Cited by3 cases

This text of 182 F. Supp. 3d 556 (Research & Development Center "teploenergetika," LLC v. EP International, LLC) is published on Counsel Stack Legal Research, covering District Court, E.D. Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Research & Development Center "teploenergetika," LLC v. EP International, LLC, 182 F. Supp. 3d 556, 2016 U.S. Dist. LEXIS 55843 (E.D. Va. 2016).

Opinion

[560]*560OPINION AND ORDER

Mark S. Davis, UNITED STATES DISTRICT JUDGE

This matter comes before the Court on Research and Development Center, “Tep-loenergetika,” LLC’s (“Petitioner” or “R&D”) Petition for Confirmation of Arbi-tral Awards and Entry of Judgment. ECF No. 1 [hereinafter “Petition”]. Petitioner requests that the Court confirm and enforce three arbitration , awards from the International Commercial Arbitration Court at The Chamber of Commerce and Industry of the Russian Federation (“ICAC”): two of the awards equal $15,596,815.42, and are against Respondent EP International, LLC (“EP”); and one of the awards is for $1,084,471.80, and is against Respondent Worldwide Vision, LLC (“Worldwide” or, collectively, “Respondents”). With the Petition fully briefed, and oral argument completed, this matter is ripe for consideration.

I. FACTUAL AND PROCEDURAL BACKGROUND

The relationship between the parties began during construction of two natural gas power plants outside of Moscow in Teresh-kovo and Kuzhukovo. Opp’n to Petition, 2, ECF No. 9 [hereinafter “Opp’n”]. The power plants were owned by ICFS International,' LLC (“ICFS”). Decl. of Alexander Razinski, ¶ 10, ECF No. 10 [hereinafter “First Razinski Decl.”]. Zorlu Enerji Elektrik Uretim Anonim Sirketi (“Zorlu Enerji”) owned a 51% share of ICFS and was the majority shareholder. Id. ¶ 11. Zorlu Enerji is a subsidiary of Zorlu Holding Anonim Sirketi (“Zorlu Holding”). Id. Invar International, Inc. (“Invar”) owned a 24.5% portion of ICFS, and Alexander Ra-zinski (“Mr. Razinski”) is Invar’s president.1 Id. ¶ 10.

Power plant construction derailed and a dispute arose between Zorlu Enerji, Zorlu Holding, Invar, and Mr. Razinski in 2011 and 2012. Id. ¶ 17. This dispute resulted in multiple suits in various venues, but all suits were resolved during a 2012 arbitration before a panel at the Chamber of Commerce and Industry in Geneva, Switzerland (“2012 Geneva arbitration”). During this 2012 arbitration, Zorlu Enerji and Zorlu Holding alleged counterclaims of fraud, conspiracy, and breach of fiduciary duty against Invar and Mr. Razinski, including allegations that R&D’s loans to EP and Worldwide were a means by which Mr. Razinski perpetrated the alleged fraud scheme. Id. Ex. A, Statement of Counterclaim, ¶ 103, ECF No. 10-1. The' dispute between the four parties was settled on November 26, 2012. Opp’n at 2; id. Ex. A, Settlement Agreement, ECF No. 9-1 [hereinafter “2012 Settlement Agreement”].2 The 2012 Settlement Agreement included a comprehensive release of all [561]*561claims between Zorlu Enerji, Zorlu Holding, Invar, and Mr. RazinsM related to the 2012 Geneva arbitration, then-pending litigation in New York, and other potential claims “relating to those matters or their underlying disputes.” 2012 Settlement Agreement at 1. The parties also agreed that Invar and Mr. Razinski were to receive a settlement payment of “US$ 15 million.” Id § 2.11; Opp’n at 3. The 2012 Settlement Agreement further included a provision prohibiting any party from “aiding and abetting” others in prosecuting claims against the other parties to the 2012 Settlement Agreement or their “related entities.” Opp’n at 3; 2012 Settlement Agreement §§ 5.1-5.2. “Related entity,” as defined by the 2012 Settlement Agreement, includes “related or affiliated Persons, any other Person over which a Party has control through a direct or indirect interest, any trust of which a Party is a settler or beneficiary, and the administrators ... of the foregoing.” Opp’n at 6-7; 2012 Settlement Agreement § 2.10.

Petitioner R&D is a Russian limited liability company, headquartered in Belgo-rod, Russia, and currently owned by Stra-mol Finance Limited. Petition ¶ 1; Pet’r’s Reply in Support of Pet. for Confirmation, 4 n.l, ECF No. 26 [hereinafter “Pet’r’s Second Reply”]. Petitioner was engaged as a consultant and subcontractor during the power plant construction by Zorlu Industrial ve Energy Tesisleri Inshaat Tijaret (“Zorlu Industrial”), a wholly-owned subsidiary of Zorlu Holding.3 Opp’n at 4; First Razinski Decl. ¶¶ 9, 13. Petitioner’s only sources of revenue were contracts related to the power plant construction. First Ra-zinski Decl. ¶ 9. R&D’s power plant contracts with Zorlu Industrial were terminated in early 2011, and, shortly thereafter, Zorlu Industrial sued R&D for return of money it had paid R&D pursuant to the contracts. Id. ¶¶ 13, 15. Zorlu Industrial prevailed in its lawsuit. Id. ¶ 15. Following the lawsuit, R&D was placed in receivership because it no longer had any revenue from its power plant contracts. Id. ¶ 16. R&D is currently engaged in bankruptcy proceedings in Russia. Pet’r’s Second Reply, Ex. A, Vershinin Decl. ¶ 1, ECF No. 26-1 [hereinafter “Vershinin Decl.”]. Zorlu Industrial is R&D’s majority creditor, holding 59.55% of R&D’s debt, and it appears that R&D also has five minority bankruptcy creditors. Id.

Respondents EP and Worldwide are both Virginia limited liability companies. Petition ¶¶ 2, 3. Alexander Razinski is the majority member of both Respondents. First Razinski Decl. ¶¶ 6, 7. From 2006 to 2009, Worldwide was the majority member of R&D. Id. ¶ 8. Worldwide transferred its ownership of R&D to Stramol Finance Limited in 2009.4 Opp’n at 4. During the period in which Worldwide was R&D’s majority member, R&D made two loans to EP: a loan in 2007 for $8 million, reflecting an initial loan of $7 million and an additional $1 million loan, and a loan in 2008 for $5 million. Petition ¶ 7; id. Ex. A, 2007 Loan Agreement, ECF No. 1-1; id. Ex. B, 2008 Loan Agreement, ECF No. 1-2. During that same period, R&D also made one loan to Worldwide in 2009 for $1.8 million, reflecting ■ an initial loan amount of $300,000 and an additional $1.5 million in loans. Id. ¶ 7; id. Ex. C, 2009 Loan Agreement, ECF No. 1-3. Each loan document dictated that, should a dispute arise, the [562]*562dispute would be submitted to arbitration at the ICAC. Id. ¶ 8. EP and Worldwide defaulted on each of these loans. Id. ¶ 9.

The defaulted loans to EP and Worldwide were addressed by a meeting of Petitioner' R&D’s bankruptcy creditors on February 19, 2013. During that meeting,' two resolutions were adopted, by a majority vote of R&D’s bankruptcy creditors, not to file claims on the defaulted loans against EP and Worldwide in the ICAC arbitration and not to pay duties, fees, or expenses for representation in the ICAC arbitration regarding such claims. Vershi-nin Decl. ¶2. The resolutions were proposed by Zorlu Industrial and adopted by a majority of creditor votes, largely due to Zorlu Industrial’s 59.55% share. Id. ¶ 1 (describing the voting percentages of R&D’s creditors). However, R&D’s minority creditors objected and applied to the Arbitration Court of Belgorod to annul the resolutions. Id. ¶2. The resolutions were annulled by Judgment of the Arbitration Court of Belgorod on August 23, 2013, finding that the resolutions violated the minority creditors’ rights and impeded the exercise of the bankruptcy manager’s power. Id. Stramol Finance Limited, R&D’s majority member, appealed the Arbitration Court’s Judgment, and the Judgment was affirmed by the Ninth Court of Appeal on November 28, 2013. Id. The Ninth Court of Appeal’s affirmation of the Judgment “enabled the Bankruptcy Manager to pay the arbitration charge,” and R&D’s Bankruptcy Manager filed claims on its behalf against EP and Worldwide at the ICAC arbitration in December 2013. Id.; Petition ,¶ 9; Opp’n at 4.

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Bluebook (online)
182 F. Supp. 3d 556, 2016 U.S. Dist. LEXIS 55843, Counsel Stack Legal Research, https://law.counselstack.com/opinion/research-development-center-teploenergetika-llc-v-ep-international-vaed-2016.