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Marks v. Licul

United States District Court, Fourth Circuit

November 7, 2013

JEREMY MARKS
v.
STANISLAV LICUL, et al.

MEMORANDUM OPINION

DEBORAH K. CHASANOW, District Judge.

Presently pending and ready for review in this breach of fiduciary duty case are four motions. First, the parties filed a joint request to stay the case. (ECF No. 40). Second, Defendant Maxtena, Inc. ("Maxtena") moves to stay the deadline to amend the pleadings. (ECF No. 38). Third, Plaintiff Jeremy Marks filed a motion for certification of this court's July 24, 2013 order as a final judgment pursuant to Federal Rule of Civil Procedure 54(b). (ECF No. 32). Fourth, Defendant Maxtena moves for a partial seal of some pleadings and exhibits. (ECF No. 33). The issues have been fully briefed, and the court now rules, no hearing being deemed necessary. Local Rule 105.6. For the following reasons, the motions to stay the case and certify the judgment as final will be granted. The motion to stay the amendment deadline will be denied as moot. The motion for a partial seal will be granted in part and denied in part.

I. Background

The background of this case is set forth in the Memorandum Opinion of July 24, 2013, (ECF No. 29), and need not be set forth in as great detail here. Plaintiff is the co-founder of Maxtena, and served as an officer, director, and employee from 2006 until July 2010, whereupon his employment with the company was terminated. Maxtena brought suit against Marks in this court for violations of his fiduciary duty and sought a declaration that Maxtena is the rightful owner of Marks's shares in the company. ( Maxtena v. Marks, DKC-11-945). The parties agreed to a stay in that case in order to conduct an initial period of financial and valuation discovery, followed by an exchange of expert reports on Maxtena's valuation, and finally a court-supervised mediation.

In the present case, Marks alleges that Maxtena conspired with the Maryland Venture Fund ("MVF"), a Maryland state agency, to engineer a venture capital investment that valued Maxtena artificially low, in order to give Maxtena a stronger position in the Maxtena v. Marks mediation. Additionally, Marks alleges that Maxtena and its directors conspired with MVF - through its employee Thomas Dann - to engineer an employee stock option grant which could greatly dilute Marks's interest in the company. On February 1, 2013, Marks brought this action against Maxtena; its directors Stanislav Licul, Nathan Cummings, and Carlo DiNallo; and Dann, an MVF employee who was subsequently appointed to Maxtena's Board of Directors. (ECF No. 1). Plaintiff alleges that MVF's investment and the employee stock option grant were approved either without undertaking the valuations and independent appraisals expected of such deals or by seeking ratification from the minority shareholders. Count I asserts a breach of fiduciary duty claim against Licul, Cummings, and DiNallo, based on their alleged roles in orchestrating and approving the MVF investment and stock option grant. Count II alleges a breach of fiduciary duty against Dann based on his approval of the stock option grant as a member of Maxtena's Board of Directors. Count III asserts a claim against Dann for "aiding and abetting breach of fiduciary duty" based on his role in "orchestrat[ing] and execut[ing]" the MVF investment. (ECF No. 1 ¶¶ 106-11).

On March 21, 2013, Dann filed a motion to dismiss the claims in Counts II and III pursuant to Federal Rules of Civil Procedure 12(b)(1) and 12(b)(6). (ECF No. 21). On July 24, 2013, the court granted Dann's motion, concluding that Plaintiff had not alleged facts sufficient to demonstrate that Dann - an employee of the State of Maryland - was not entitled to immunity under the Maryland Tort Claims Act ("MTCA"). Md. Code Ann., State Gov't § 12-104; Md. Code Ann., Cts & Jud. Proc § 5-522. Specifically, Marks's complaint did not plausibly allege that Dann acted either maliciously or outside the scope of his public duties as required for a state employee to lose individual immunity for his allegedly tortious acts. (ECF No. 29, at 22-38). Counts II and III of Plaintiff's complaint were dismissed, resulting in the dismissal of Dann as a defendant.

On August 5, 2013, Plaintiff filed a motion to certify the court's July 24, 2013 order dismissing Dann as a final judgment pursuant to Rule 54(b) of the Federal Rules of Civil Procedure. (ECF No. 32). Dann filed an opposition on August 15, 2013, (ECF No. 35), to which Plaintiff replied on September 3, 2013. (ECF No. 37).

On August 5, 2013, the parties jointly submitted a request to stay the proceedings in this case. (ECF No. 40).[1] The parties request did not cover Plaintiff's motion to certify the July 24, 2013 Order as a final judgment.

On August 8, 2013, Defendant Maxtena filed a motion to seal the pleadings and exhibits partially. (ECF No. 33). Marks objected in part on August 26, 2013, (ECF No. 36), to which Maxtena replied on September 12, 2013. (ECF No. 39).

On September 10, 2013, Defendants filed a motion to extend the Scheduling Order's deadline to amend the pleadings, contingent on the outcome of the motion for a stay.[2]

II. Joint Motion for a Stay & Defendants' Motion to Stay

The court will grant the parties' joint request for a stay. This stay can be lifted by order of the court on its own initiative or in response to a motion of any party. Defendants' motion to extend the Scheduling Order's deadline to amend the pleadings is therefore rendered moot.

III. Motion for Rule 54(b) ...


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