Riordan Limited v. Irina Novitzky

CourtCourt of Appeals of Virginia
DecidedNovember 26, 2024
Docket0955234
StatusUnpublished

This text of Riordan Limited v. Irina Novitzky (Riordan Limited v. Irina Novitzky) is published on Counsel Stack Legal Research, covering Court of Appeals of Virginia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Riordan Limited v. Irina Novitzky, (Va. Ct. App. 2024).

Opinion

COURT OF APPEALS OF VIRGINIA UNPUBLISHED

Present: Judges Malveaux, Friedman and Lorish Argued at Alexandria, Virginia

RIORDAN LIMITED, ET AL. MEMORANDUM OPINION* BY v. Record No. 0955-23-4 JUDGE MARY BENNETT MALVEAUX NOVEMBER 26, 2024 IRINA NOVITZKY, ET AL.

FROM THE CIRCUIT COURT OF FAIRFAX COUNTY John M. Tran, Judge

David H. Dickieson (Tara N. Tighe; Schertler Onorato, Mead & Sears, on briefs), for appellants.

George R.A. Doumar (Raj H. Patel; Craig Franco; Mahdavi Bacon Halfhill & Young, PLLC; Odin Feldman & Pittleman, P.C., on brief), for appellees.

Riordan Limited, Autonomy Global Opportunities Master Fund, L.P., and Robert Gibbins

(collectively, the “Gibbins parties”) appeal the circuit court’s final order dismissing this case on

the grounds of forum non conveniens. On appeal, in ten assignments of error, the Gibbins parties

argue that the circuit court erred in finding that Ukraine was a more convenient forum for this

litigation. Because the Gibbins parties failed to timely file transcripts for certain hearings and also

failed to provide argument and legal authority for certain assignments of error, we affirm the circuit

court’s judgment.

BACKGROUND

Gibbins is a citizen of the United Kingdom and Canada, and a resident of Switzerland.

Riordan and Autonomy Global are corporate entities through which Gibbins manages his

* This opinion is not designated for publication. See Code § 17.1-413(A). investments and personal funds. Riordan is incorporated in Cyprus, and Autonomy Global is

registered in the Cayman Islands. Irina and Victor Novitzky, a married couple, are Ukrainian

citizens and former residents of Ukraine, and current residents of Fairfax County, Virginia. The

Novitzkys have conducted business on behalf of Gallois Invest, an asset management company

registered in Ukraine, in various capacities. Irina Novitzky is a “director general” of Gallois

Invest.

The dispute here involves two large real estate development projects in Ukraine, one

located in the city of Kyiv, the other in the city of Mykolaiv. The Gibbins parties allege that the

Novitzkys and Gallois Invest (collectively, the “Novitzky parties”) induced them to invest in the

projects, or to invest in entities that invested in the projects, and then mismanaged or

misappropriated the funds, causing the Gibbins parties to lose millions of dollars. With respect

to the Kyiv project, the Gibbins parties asserted claims (against each of the Novitzky parties,

unless otherwise noted) for breach of fiduciary duty, fraud, fraud in the inducement, constructive

fraud, common law and statutory conspiracy, unjust enrichment, conversion, tortious interference

with business expectancy (against Irina and Gallois), alter ego liability (against Victor), and

accounting. With respect to the Mykolaiv project, the Gibbins parties asserted claims for breach

of fiduciary duty, common law and statutory conspiracy, unjust enrichment, conversion, tortious

interference with business expectancy (against Irina and Gallois), alter ego liability (against

Victor), and accounting.

The Gibbins parties filed a complaint in November 2020, alleging claims related only to

the Kyiv project. The Novitzky parties moved the circuit court to dismiss the case for forum non

conveniens under Code § 8.01-265, arguing that Ukraine is a more convenient forum for the case

than Virginia. After hearing argument from the parties, the circuit court issued a letter opinion

on March 1, 2021, analyzing the forum non conveniens issue but taking the motion “under

-2- advisement until the record is further developed.” The parties engaged in discovery limited to

the issue of forum non conveniens and submitted further briefing on that issue.

In June 2021, the Gibbins parties filed a first amended complaint adding the claims

relating to the Mykolaiv project and new claims relating to the Kyiv project. The circuit court

held an evidentiary hearing on September 2, 2021, at which it received evidence from the parties

on the motion to dismiss. The circuit court issued a letter opinion on September 17, 2021,

concluding that good cause existed to dismiss the case for forum non conveniens.

The Gibbins parties then moved the circuit court to stay rather than dismiss the case. The

circuit court granted the motion, noting, “[t]he decision to enter an Order of Stay rather than an

Order dismissing the case arises from the unaddressed concerns that Va[.] Sup. Ct. Rule 1:1 does

not allow for an ended case to be reinstated.” The circuit court entered an order on November

18, 2021, staying the case upon certain conditions, among them the Novitzky parties’ agreement

not to raise certain defenses in the Ukrainian litigation, and ordering the Gibbins parties to

“prosecute their claims [in Ukraine] in a reasonably prompt manner.”

On February 24, 2022, Russia invaded Ukraine. The Gibbins parties, who had not yet

filed any claim in Ukraine, moved the circuit court to lift the stay so the case could proceed in

Virginia rather than Ukraine.1 The circuit court held a hearing on this motion on April 22, 2022.

In November 2022, the Novitzky parties moved the circuit court to dismiss the matter, arguing

that the circuit court erred by staying rather than dismissing the case in its November 2021 order.

The circuit court held a hearing addressing the motion to lift the stay and motion to dismiss on

December 1, 2022. In a December 1, 2022 order, the circuit court stated that at the hearing, the

parties had argued over how the Gibbins parties would have to litigate their claims in Ukraine.

1 There had been other proceedings in Ukraine involving at least some of the parties to this dispute, but the Gibbins parties had not filed claims against the Novitzky parties in accord with the circuit court’s November 2021 order. -3- The court ordered additional briefing from the parties on the question of how the Gibbins parties

would have to file their claims in Ukraine.

On January 26, 2023, the circuit court lifted the stay effective February 24, 2023. In its

order, the court noted that, “[i]n hindsight, the [c]ourt erred and should have dismissed the case”

rather than staying it in November 2021. Doing so, the court noted, would have “allow[ed] the

parties to appeal [the court’s] decision to the . . . Court of Appeals and during the ensuing

months be kept informed as to whether it was practicable to bring this litigation to the Ukraine

courts.” The court concluded, nonetheless, that it “cannot correct its prior error by dismissing

the case now.” Taking into consideration “the totality of the facts and circumstances and

weighing the equities,” including the circuit court’s perceived inability to correct its error and the

impact of the war on the Ukrainian court system, the court lifted the stay and allowed the case to

proceed in Virginia.

Gibbins had, in the meantime, filed claims against the Novitzky parties in the Kyiv City

Commercial Court in Ukraine (the “commercial court”) on November 25, 2022.2 On November

30, 2022, the commercial court issued an opinion concluding that Gibbins’s claims were

misjoined because the Kyiv and Mykolaiv projects arose from different factual circumstances.

The commercial court further concluded that Gibbins could proceed against Gallois in Ukraine

but his claims against the Novitzkys should be brought in a United States court because the

Novitzkys are permanent United States residents.

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