Magistrate Judge James Francis

 

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In 2005 Meissner and Yun formed Manhattan Review LLC as a Delaware corporation. In 2011 Yun took steps to shut down Manhattan Review and establish competitor Manhattan Enter. Grp. LLC, doing business as Manhattan Elite Prep (MEP), absent Meissner’s consent. Yun filed a Dec. 30, 2011 Certificate of Cancellation (COC) for Manhattan Review with Delaware’s secretary of state on Jan. 3, 2012. On Jan. 3, she began operating MEP using Manhattan Review’s assets, trademarks and intellectual property. Manhattan Review asserted claims including breaches of contract and fiduciary duty, and trademark and copyright infringement. The magistrate judge recommended dismissal of plaintiffs’ lawsuit as estopped by a July 6, 2015 state supreme court decision granting Yun and MEP partial summary judgment and dismissing Meissner’s derivative claims on the ground he lacked capacity to sue on Manhattan Review’s behalf because he did not successfully petition Delaware’s Chancery Court to rescind the COC. Meissner had a full, fair opportunity to litigate in the state court action which determined that a Certificate of Good Standing issued on Aug. 3, 2015 by Delaware’s secretary of state was not a proper nullification of the COC.

Magistrate Judge James Francis

 

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In 2005 Meissner and Yun formed Manhattan Review LLC as a Delaware corporation. In 2011 Yun took steps to shut down Manhattan Review and establish competitor Manhattan Enter. Grp. LLC, doing business as Manhattan Elite Prep (MEP), absent Meissner’s consent. Yun filed a Dec. 30, 2011 Certificate of Cancellation (COC) for Manhattan Review with Delaware’s secretary of state on Jan. 3, 2012. On Jan. 3, she began operating MEP using Manhattan Review’s assets, trademarks and intellectual property. Manhattan Review asserted claims including breaches of contract and fiduciary duty, and trademark and copyright infringement. The magistrate judge recommended dismissal of plaintiffs’ lawsuit as estopped by a July 6, 2015 state supreme court decision granting Yun and MEP partial summary judgment and dismissing Meissner’s derivative claims on the ground he lacked capacity to sue on Manhattan Review’s behalf because he did not successfully petition Delaware’s Chancery Court to rescind the COC. Meissner had a full, fair opportunity to litigate in the state court action which determined that a Certificate of Good Standing issued on Aug. 3, 2015 by Delaware’s secretary of state was not a proper nullification of the COC.