Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Tahaya Misr Investment Inc. v. Helwan Cement S.A.E.

United States District Court, C.D. California

November 17, 2016

TAHAYA MISR INVESTMENT INC., f/k/a The Globe Corporation, a California corporation, Plaintiffs,
v.
HELWAN CEMENT S.A.E., an Egyptian Joint Stock Company with Limited Liability; et al, Defendants. HELWAN CEMENT S.A.E., an Egyptian Joint Stock Company with Limited Liability, Counter-Claimant,
v.
TAHAYA MISR INVESTMENT INC., f/k/a The Globe Corporation, a California corporation, Counter-Defendant.

          Lorenzo E. Gasparetti, REED SMITH LLP, REED SMITH LLP, Attorneys for Defendant and Counter-Claimant Helwan Cement Company S.A.E.

          Alexander F. MacKinnon, Magistrate Judge

          [PROPOSED] FINALJUDGMENT OF DISMISSAL AND AWARD OF ATTORNEYS' FEES

          Hon. Christina A. Snyder, United States District Judge

         The Court has ordered that the entire action of Plaintiff and Counter-Defendant Tahaya Misr Investment Inc. (“Tahaya”, formerly known as The Globe Corporation) is voluntarily dismissed without prejudice and Defendant and Counter-Claimant Helwan Cement Company S.A.E. (“Helwan”, formerly known as Helwan Portland Cement Company of ASEC Group) be awarded its reasonable attorneys' fees in the total amount of $445, 835.69 pursuant to Federal Rules of Civil Procedure 41(a)(2). As a result thereof, the Court has further ordered that Helwan's entire counter-action is dismissed without prejudice as well.

         Tahaya's action and Helwan's counter-action were decided by the Honorable Christina A. Snyder on Tahaya's motion for voluntary dismissal, as reflected in the Court's November 14, 2016 and January 23, 2017 Orders (Dkts. Nos. 109 and 116, respectively), both of which are incorporated herein by reference in their entirety as Exhibits 1 and 2, respectively.

         Accordingly, IT IS ORDERED, ADJUDGED AND DECREED that a final JUDGMENT OF DISMISSAL WITHOUT PREJUDICE is hereby entered as to both Tahaya's entire action and Helwan's entire counter-action and awarding Helwan its reasonable attorneys' fees in the total amount of $445, 835.69 pursuant to Federal Rules of Civil Procedure 41(a)(2).

         IT IS SO ORDERED.

         UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA

         TAHAYA MISR INVESTMENT INC.

         V.

         HELWAN CEMENT COMPANY S.A.E. ET AL.

         No. 2:16-cv-01001-CAS (AFMx)

         CIVIL MINUTES - GENERAL

         Proceedings:(IN CHAMBERS) - DEFENDANT'S MOTION FOR ORDER TO SHOW CAUSE RE CONTEMPT AND SANCTIONS (Filed August 11, 2016, Dkt. 63)

         (IN CHAMBERS) PLAINTIFF'S MOTION TO STAY ANTI-SUIT INJUNCTION PENDING APPEAL (Filed August 16, 2016, Dkt. 65)

         (IN CHAMBERS) PLAINTIFF'S MOTION TO VOLUNTARILY DISMISS (Filed September 6, 2016, Dkt. 79)

         (IN CHAMBERS) MAIER SHOCH LLP'S MOTION TO WITHDRAW AS COUNSEL FOR PLAINTIFF (Filed September 6, 2016, Dkt. 82)

         (IN CHAMBERS) DEFENDANT'S MOTION TO DISMISS (Filed September 19, 2016, Dkt. 87)

         (IN CHAMBERS) DEFENDANT'S MOTION FOR SUMMARY JUDGMENT (Filed September 28, 2016, Dkt. 95)

         I. INTRODUCTION AND BACKGROUND

         Plaintiff Tahaya Misr Investment, Inc. ("Tahaya"), filed the instant action on December 29, 2015 in Los Angeles County Superior Court against defendants Helwan Cement S A.E. ("Helwan"), Suez Cement Company ("SCC"), and Italcementi Group ("Italceinenti"). Dkt. 1.1. On February 12, 2016, defendants removed this action to this Court on the basis of diversity jurisdiction. Id. On May 23, 2016, the Court issued an order dismissing defendants SCC and Italcementi from this action for lack of personal jurisdiction. Dkt. 38.

         The operative complaint asserts claims against the remaining defendant, Helwan, for breach of contract and breach of the implied covenant of good faith and fair dealing. Dkt. 22. Plaintiff alleges that, on or about March 6, 2002, plaintiff entered into an “Exclusive Agency Agreement” (the “Agreement”) with defendant Helwan. FAC ¶ 17. The alleged Agreement provided, in relevant part: (1) that plaintiff would serve as Helwan's sales agent for cement sales outside of Egypt; (2) that Helwan would pay plaintiff a commission of $2.00 (USD) for every ton of cement sold outside of Egypt, regardless of whether plaintiff was involved in the particular transaction; and (3) that Helwan would pay plaintiff's commissions within ten days of Helwan's receipt of payment from its customer, and that any delay in a commission payment would be subject to a charge of 1% compound interest per week. Id. Plaintiff alleges that Helwan breached the Agreement by failing and refusing to pay plaintiff commissions from cement sold to non-Egyptian buyers. Id. ¶ 20. Significantly, the alleged Agreement contains a forum selection clause, which provides:

It is agreed that the laws of the state of California and the United States of America govern this agreement. The Globe Corporation and Helwan Portland Cement Co. (of ASEC Group) agree that any legal dispute arising out of the agreement or relating to the scope of this agreement may be brought only in the Courts of the State of California or Federal U.S. courts in California.

         FAC, Ex. A.2. Both parties have substantial ties to Egypt. Notwithstanding the alleged Agreement's forum selection clause, on or about April 28, 2011, plaintiff filed an action in Egyptian court against Helwan (“the Egyptian Action”). Dkt. 42, Request for Judicial Notice, Ex. A, Egyptian Complaint.

         On April 25, 2016, defendant filed an answer to the FAC, asserting a counterclaim divided into three counts, namely, a request for declaratory judgment regarding the validity of the Agreement, a request for declaratory judgment regarding plaintiff's corporate suspension, and a request for an anti-suit injunction. Dkt. 23. Regarding the Agreement's validity, the defendant alleges:

An actual and justiciable controversy exists between Helwan and Counter-Defendant, because Helwan disputes the authenticity, genuineness, validity and enforceability of the purported Agreement upon which Counter-Defendant's entire action is based.

Id. ¶ 15. Defendant's anti-suit injunction counterclaim states, “[t]he purported Agreement, to the extent, arguendo, such Agreement is found valid and enforceable, contains a forum selection clause . . . .” Id. ¶ 26.

         On May 26, 2016, defendant filed a motion seeking an anti-suit injunction against plaintiff based on the forum selection clause of the Agreement. Dkt. 39. On June 27, 2016, the Court ordered plaintiff “not to proceed further in the case before the Egyptian Courts, ” until the Court issued a ruling regarding defendant's motion for an anti-suit injunction (“the June Order”). Dkt. 49. On July 27, 2016, the Court granted defendant's motion for an anti-suit injunction wherein the Court ordered plaintiff to “Immediately take steps to dismiss the Egyptian Action, ” (“the Injunction”). Dkt. 57.

         There are several motions presently before the Court.

         On August 8, 2016, plaintiff filed an appeal of the Injunction to the Ninth Circuit Court of Appeals. Dkt. 60. On August 16, 2016, plaintiff filed a motion to stay the Injunction pending an appeal of the Court's order (“the Motion for a Stay”). Dkt. 65. On August 22, 2016, defendant filed an opposition to the Motion for a Stay. Dkt. 69. On August 29, 2016, plaintiff filed a reply. Dkt. 77. Plaintiff failed to properly notice a hearing on the Motion for a Stay, Dkt. 74, but the Court took the matter under submission, Dkt. 78.

         On August 11, 2016, defendant filed a motion for an order to show cause why the Court should not order sanctions and find plaintiff in civil contempt of both the June Order and the Injunction (“the Contempt Motion”). Dkt. 63. On August 22, 2016, plaintiff filed an opposition. Dkt. 70. On August 29, 2016, defendant filed a reply. Dkt. 75. On September 1, 2016, the Court took the Contempt Motion under submission. Dkt. 78.

         On September 6, 2016, plaintiff filed a motion to voluntarily dismiss the complaint. Dkt. 79. Plaintiff attached a declaration from Mohamed Abouelsaad, Tahaya's president, wherein Abouelsaad states that “contradictory” orders from the Egyptian Action and this Court have forced him “to decide one over the other. . . I feel that I have no choice other than to comply fully with the orders [in the Egyptian Action]. Hence, I regrettably cannot fully comply with the U.S. or progress Tahaya's case in the U.S. . . . As a result Tahaya respectfully has to withdraw from the cases in the U.S. and continue to wait for a final decision from the courts in Egypt.” Abouelsaad Decl. ¶¶ 42-43. On September 6, 2016, Maier Shoch LLP filed a motion to withdraw as counsel for plaintiff because Tahaya had informed Maier Shoch LLP that it “would no longer be participating in the proceedings before this Court.” Dkt. 82 at 4.

         On September 7, 2016, defendant filed a supplemental request for judicial notice in support of the Contempt Motion, requesting consideration of plaintiff's motion to voluntarily dismiss this action and accompanying Abouelsaad declaration. Dkt. 84. On September 19, 2016, defendant filed an opposition to the motion for voluntarily dismissal, Dkt. 89, and an opposition to Maier Shoch LLP's motion to withdraw, Dkt. 89. Plaintiff did not file a reply in support of the motion to voluntarily dismiss. On October 3, 2016, Maier Schoch LLP filed a reply in support of its motion to withdraw. Dkt. 97.

         On September 19, 2016, defendant filed a motion to dismiss the complaint with prejudice based on plaintiff's failure to prosecute this action and comply with court orders. Dkt. 87. On October 3, 2016, defendant filed a reply regarding non-opposition to defendant's motion to dismiss with prejudice. Dkt. 97.

         On September 28, 2016, defendant filed a motion for summary judgement. Dkt. 95. Defendant's motion for summary judgment is premised, in part, upon its argument that the alleged Agreement is fraudulent and cannot ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.