The opinion of the court was delivered by: Hon. Gonzalo P. Curiel United States District Judge
(1) GRANTING GENOMATICA, INC.'S MOTION TO DISMISS AND DISCHARGE; (2) DENYING IGVH'S MOTION FOR SUMMARY JUDGMENT (3) GRANTING GENOMATICA, INC.'S MOTION TO DISMISS IGVH'S COUNTERCLAIMS; AND RELATED COUNTERCLAIMS ) (ECF NOS. 19, 23, 27) AND CROSS-CLAIMS.
This is an interpleader action in which Genomatica, Inc. ("Genomatica") asserts it is an innocent stakeholder in a dispute over the ownership of certain shares of its stock. (ECF No. 1.) In its Complaint, Genomatica alleges a dispute has arisen between Iceland Genomic Ventures Holding S.a.R.L. ("IGVH"), on the one hand, and Iceland Genomic Partners ("IGP"), on the other hand. (Id.)
On May 22, 2012, IGVH filed an answer to Genomatica's Complaint, also asserting counterclaims against Genomatica and cross-claims against IGP, Tryggvi Petursson ("Petursson"), and Iceland Genomic Venture Partners, S.A. ("IGVP") (all three collectively, "Petursson Defendants"). (ECF No. 7.)
On July 10, 2012, IGP filed an answer to Genomatica's Complaint. (ECF No. 18.) The Petursson Defendants, however, never responded to IGVH's cross-claims. Accordingly, this Court entered default judgment on IGVH's cross-claims against the Petursson Defendants on January 31, 2013. (ECF No. 60).
Before the Court are three pending motions. On August 1, 2012, Genomatica filed a motion to dismiss and discharge, which has been fully briefed. (ECF Nos. 23, 28, 31). On August 27, 2012, IGVH filed a motion for summary judgment, which has also been fully briefed, (ECF Nos. 27, 61, 62). On July 16, 2012, Genomatica filed a motion to dismiss IGVH's counterclaims, which has also been fully briefed. (ECF Nos. 19, 26, 30). The Court held a hearing on these motions on February 22, 2013. (ECF No. 63.) Having considered the parties' submissions and arguments, and for the reasons that follow, the Court hereby GRANTS Genomatica's Motion to Dismiss & Discharge, DENIES IGVH's Motion for Summary Judgment; and GRANTS Genomatica's Motion to Dismiss IGVH's Counterclaims.
Genomatica alleges it issued 3,000,000 shares of its stock to IGVH in 2000 and 500,000 of its shares to IGVH in 2001.*fn1 (ECF No. 1 at ¶¶ 2, 8-9.) Genomatica alleges, and the stock purchase agreements indicate, that Petursson executed the purchase agreements on behalf of IGVH.*fn2 (Id. ¶¶ 8-9; ECF No. 19-3 at 4; ECF No. 19-4 at 4.)
The parties agree that, in July 2007, Petursson consented to a merger on behalf of IGVH, which consent IGVH ratified at oral argument on its Motion for Default Judgment.
Genomatica alleges that, in September 2007, Petursson exercised a stock option to purchase 60,417 shares of Genomatica stock, which option he was granted in January 2007. Genomatica alleges that Petursson then executed a transfer of those shares from himself to his company, IGP. It is unclear whether IGVH claims ownership of those 60,417 shares.
Genomatica alleges it filed "Amendment No. 3 to Form S-1 Registration Statement" with the SEC in November 2011. IGVH attaches the registration statement to its responsive pleading, and Genomatica does not contest its authenticity. (ECF No. 7 at 24.) The registration statement provides that Iceland Genomics Ventures, S.A. owns 3,560,417 shares of stock. (ECF No. 7 at 26.) In a footnote, the registration statement provides that Iceland Genomics Ventures, S.A.'s number of shares "Includes 3,500,00 shares of common stock held by Iceland Genomics Ventures, S.A. and 60,417 shares of common stock held by Iceland Genomics Partners." (Id. at 25.) The footnote goes on to state: "Tryggvi Petursson has sole voting and investment power with respect to the shares held by Iceland Genomics Ventures, S.A. and Iceland Genomics Partners." (Id.)
Genomatica asserts that, in December 2011, Petursson informed Genomatica that "Iceland Genomics Ventures was closing down and that the partnership was terminating." Genomatica claims "Petursson requested that Genomatica transfer the 3,500,000 Genomatica shares owned by Iceland Genomics Ventures to Iceland Genomics Ventures' two main shareholders, which he identified as Genomic Holding S.A. and Iceland Genomic Partners." Genomic Holding, S.A. is IGVH's parent company and not a party to this action. IGP is Petursson's company.
Genomatica alleges "Petursson instructed that 3,100,000 shares be transferred to Genomic Holding S.A. and the remaining 400,000 shares be transferred to Iceland Genomic Partners." Genomatica claims that, "[i]n connection with this transfer, Petursson executed documents as General Manger of Iceland Genomics Ventures," and that "Petursson also executed affidavits of loss in connection with the issuance of new stock certificates as General Manager of Iceland Genomics Ventures." Genomatica alleges it "proceeded with the execution of the stock transfer but, at Petursson's request, retained the new stock certificates."
Genomatica alleges that thereafter, in January 2012, it received notice from counsel for IGVH "that the stock was actually owned by Icelandic Genomic Ventures Holding, and that no entity with the name Iceland Genomics Ventures existed in Luxembourg." Genomatica alleges it received notice that "Petursson does not have investment or voting power with respect to the stock held by Iceland Genomics Ventures," and that "Icelandic Genomic Ventures Holding was not undergoing dissolution and did not intend to dissolve." Genomatica alleges it received a demand that it "immediately restore ownership and title" of the stock to "Icelandic Genomic Ventures Holding."
Genomatica alleges that, "[a]t the same time, Petursson communicated with Genomatica and maintained that he had authority to effectuate the December 2011 stock transfer and that the stock was appropriately divided between Icelandic Genomic Holdings and Iceland Genomic Partners."
Genomatica asserts it is "indifferent with respect to which Defendant should receive all or a portion of the stock and claims no interest in such stock."
Genomatica therefore seeks to deposit the new stock certificates with the Court until the Court determines the lawful owner of the stock.
The Court will first address Genomatica's Motion to Dismiss & Discharge and IGVH's Motion for Summary Judgment. The Court will thereafter address ...