Buhannic v. Schroeder

ADDITIONAL CASES Philippe Buhannic, Plaintiff v. Tradingscreen Inc.; Pierre Schroeder; Piero Grandi; Frank Placenti; Robert Trudeau; TCV VI, L.P.; and TCV Member Fund, L.P., Defendants; 18-cv-5372 Philippe Buhannic and Patrick Buhannic, Plaintiffs v. Tradingscreen Inc.; Pierre Schroeder; Piero Grandi; Frank Placenti; Robert Trudeau; TCV VI, L.P.; and TCV Member Fund, L.P., Defendants; 18-cv-7997 Philippe Buhannic, Plaintiff v. Tradingscreen Inc., Defendant; 18-cv-9351 Philippe Buhannic, Plaintiff v. Tradingscreen Inc.; Pierre Schroeder; Piero Grandi; Frank Placenti; Robert Trudeau; TCV VI, L.P.; and TCV Member Fund, L.P., Defendants; 18-cv-9447 Philippe Buhannic, Plaintiff v. Tradingscreen Inc.; Pierre Schroeder; Piero Grandi; Frank Placenti; Robert Trudeau; TCV VI, L.P.; TCV Member Fund, L.P.; Jay Hoag; and Rick Kimball, Defendants; 18-cv-10170 OPINION & ORDER   Plaintiff Phillippe Buhannic (“Buhannic”) brings these six actions¹ against six largely overlapping groups of defendants, asserting claims relating to the management of TradingScreen Inc. (“TradingScreen”), the company where Phillippe Buhannic served as Chief Executive Officer (“CEO”). Defendants TradingScreen, Pierre Schroeder, Piero Grandi, Frank Placenti, Robert Trudeau, TCV VI, L.P., TCV Member Fund, L.P., Jay Hoag, and Rick Kimball (“Defendants”) move to dismiss five of these six actions for lack of subject matter jurisdiction and for the Court to abstain from all six actions. For the following reasons, the Court GRANTS their motion to dismiss the five actions on the basis of lack of subject matter jurisdiction but will not abstain from hearing the sixth. I. BACKGROUND² Phillippe Buhannic is the former CEO of TradingScreen and a current member of its Board of Directors. He is a French citizen and Swiss resident. See 18 Civ. 5371, Doc. 18 3. Buhannic is a plaintiff in all six actions in this opinion. Patrick Buhannic is a French citizen and resident. See Defs.’ Br. at 2; Pls.’ Opp. at 9. He is also a member of the Board. Id. Patrick Buhannic remains a plaintiff in one of the six actions, 18 Civ. 7997.³ TradingScreen is a privately held corporation that provides financial technology services. 18 Civ. 5371, Doc. 18 4. It is incorporated in Delaware and its corporate headquarters are in New York. Id. The rest of the defendants are connected with TradingScreen in some way. TCV VI and TCV Member Fund (“the TCV funds”) are private equity funds that together own some of TradingScreen’s Series D preferred stock. 18 Civ. 5371, Doc. 18 10. Non-party Technology Crossover ventures (“TCV”), a private equity firm, sponsors the TCV funds. Defs.’ Br. at 2. Pierre Schroeder is the current CEO of TradingScreen and a member of the TradingScreen’s board of directors. 18 Civ. 5371, Doc. 18 5. Schroeder is a citizen of Luxembourg and a resident of Spain. Vassos Decl. Ex. 10 19.⁴ Piero Grandi is the chairman of the TradingScreen’s board of directors. 18 Civ. 5371, Doc. 18 6. Grandi is an Italian citizen and a Swiss resident. Vassos Decl. Ex. 10 18. Frank Placenti and Robert Trudeau are also directors of TradingScreen; Trudeau is also a General Partner of TCV. 18 Civ. 5371, Doc. 18

8-9. Jay Hoag and Rick Kimball are Managing Partners at TCV. Id., 11. In July 2016, TradingScreen dismissed Buhannic as CEO. See 18 Civ. 5371, Doc. 18 3. Four directors, Schroeder, Grandi, Placenti and Trudeau, then filed a lawsuit in the Delaware Chancery Court pursuant to §225 of the Delaware General Corporation Law to determine the proper composition of the Board and whether Buhannic should remain as CEO. See Schroeder v. Buhannic, C.A. No. 12328-VCL. Vice Chancellor Laster later denied Buhannic’s request to be reinstated as TradingScreen’s CEO during the pendency of the lawsuit. See Vassos Decl. Ex. 1. Buhannic subsequently pursued claims against Defendants in two new forums: an American Arbitration Association (“AAA”) arbitration and an action in the New York State Supreme Court before Justice Marcy Friedman. See Vassos Decl. Ex. 4; Buhannic v. TradingScreen, Inc., No. 653624/2016 (Sup. Ct. N.Y. County). In pursuing these two actions, Buhannic had the assistance of four law firms, all of which he has since fired. He and Patrick Buhannic are now proceeding pro se. The AAA arbitration concerned the validity of several amendments Buhannic made in his capacity as TradingScreen’s CEO to a shareholders’ agreement of TradingScreen. See Vassos Decl. Ex. 4. The amendments, inter alia, purported to bind the shareholders to take no action to remove Buhannic as a Director, CEO, and Chairman of the Board, id. at 10, and to vote for the same directors for whom Buhannic voted, id. at 7-10. Buhannic did not seek or obtain approval from TradingScreen’s board for the amendments. See id. The AAA panel unanimously found against Buhannic, holding that the amendments were not valid and not enforceable. Id. at 11. The New York state action before Justice Friedman is still active and much broader than the AAA arbitration. Buhannic has made numerous motions and sought a wide variety of relief in that action, which will be discussed below. Buhannic evidently has been dissatisfied with the results, as he moved for Justice Friedman’s recusal in that action, see Vassos Decl. Ex. 8, and has filed a federal lawsuit against Justice Friedman in this district. See Buhannic v. Friedman, No. 18-cv-5729 (RA) (S.D.N.Y.). On October 17, 2017, Philippe and Patrick Buhannic filed the first of what would later become ten lawsuits in this Court, a petition to vacate the AAA arbitral award. See 17 Civ. 7993, Doc. 1. This Court ultimately denied the petition. Id., Doc. 35. The Buhannics then appealed the decision to the Second Circuit. Id., Doc. 37. On March 19, 2018, the Buhannics commenced another action before this Court, alleging a RICO conspiracy in which TradingScreen, its directors, TCV and its founders, four law firms, the AAA, the three members of the AAA panel that ruled against him, an accounting firm, Bloomberg News, and Vice Chancellor Laster were participants. 18 Civ. 2430, Doc. 1. The Buhannics seek both injunctive relief and damages in the amount of $200 million in that action. Id. at 16. That action is not at issue in this opinion. On June 14, 2018, Buhannic filed the first two actions at issue in this opinion. In 18 Civ. 5371, Buhannic brings claims for breach of the “Stockholders Agreement,” breach of fiduciary duty, aiding and abetting breach of fiduciary duty, violations of the Sarbanes-Oxley Act, and unjust enrichment, seeking damages, declaratory relief, and many forms of injunctive relief. See 18 Civ. 5371, Doc. 18. Buhannic seeks, inter alia, to void stock grants given to Grandi and Schroeder, id. at 39 8, and to reconstitute the compensation committee of the Board, id. at 38 2. Buhannic previously sought this relief in his state action, see Vassos Decl. Ex. 10 at 54-55, in which he also made claims for breach of the Stockholders Agreement, id. at 44, breach of fiduciary duty, id. at 27, and aiding and abetting breach of fiduciary duty, id. at 49. In 18 Civ. 5372, Buhannic seeks to compel TradingScreen to produce certain books and records for his inspection pursuant to §220 of the General Corporation Law of Delaware. See 18 Civ. 5372, Doc. 22. The §220 request is the sole claim in that action. Buhannic sought much of the same information from TradingScreen under §220 in the New York state court. Compare id. with Vassos Decl. Ex. 13; Ex. 14 at 10-11. On August 31, 2018, Buhannic filed the third action at issue in this opinion, in 18 Civ. 7997, asserting wrongful termination under New York state law. In this action, Buhannic seeks a variety of relief including unpaid salary, the issuance of certain shares that he argues he is entitled to, and reinstatement as CEO. See 18 Civ. 7997, Doc. 3 at 21, 40, 41. Buhannic pursued his wrongful termination claim and sought substantially similar relief in his New York state court action. See Vassos Decl. Ex. 10