MEMORANDUM OPINION AND ORDER The plaintiff, Thales Avionics, Inc., (“Thales”), a company that specializes in aerospace manufacturing services, seeks a preliminary injunction in aid of arbitration to enjoin the defendant, L3 Technologies, Inc., (“L3″), a company that develops technologies in pilot training and aviation security, from selling L3′s stake in the parties’ joint venture to the Jordan Group (“Jordan”), a non-party private equity buyer. Currently, Thales owns 30 percent of Aviation Communication & Surveillance Systems, LLC (“ACSS”), a joint venture of which L3 owns 70 percent. In the Limited Liability Agreement that created the joint venture, Thales has a Right of First Refusal (“ROFR”) over any offer L3 receives for L3′s 70 percent stake of the joint venture (the “Disputed Share,” or the “Disputed Stake”). This case concerns whether L3 has offered to Thales a bona fide offer that L3 received for the Disputed Stake. On January 5, 2024, Thales filed the current complaint in which it indicated that it would seek a preliminary injunction in aid of an arbitration against L3 that would soon be filed. ECF No. 1. On January 16, 2024, Thales commenced an arbitration with the International Chamber of Commerce (“ICC”) to prevent L3 from selling the Disputed Stake to Jordan. See Gonzalez Decl. 3, ECF No. 11. On January 18, 2024, Thales filed a proposed order to show cause with emergency relief, pursuant to Federal Rule of Civil Procedure 65(a), seeking a preliminary injunction in aid of the ICC Arbitration. See ECF No. 10. Thales contends that L3′s sale of the Disputed Stake to Jordan violated the terms of the parties’ LLC Agreement, that this sale would cause irreparable harm to Thales, and that the public interest favors a preliminary injunction staying the acquisition in order to allow the arbitral tribunal to decide whether to award effective relief. See ECF No. 14. Because Thales has demonstrated sufficiently serious questions going to the merits of its claim, irreparable harm, and that the balance of hardships weighs decidedly in its favor, Thales’s motion for a preliminary injunction in aid of arbitration is granted. See New York ex rel. Schneiderman v. Actavis PLC, 787 F.3d 638, 650 (2d Cir. 2015). The Court now makes the following findings of fact and reaches the following conclusions of law pursuant to Federal Rules of Civil Procedure 52 (a) (2) and 65. I. The following facts, drawn from the parties’ submissions, constitute the Court’s findings of fact. See Park Irmat Drug Corp. v. Optumrx, Inc., 152 F. Supp. 3d 127, 132 (S.D.N.Y. 2016) (“In deciding a motion for preliminary injunction, a court may consider the entire record including affidavits and other hearsay evidence.”).1 A. The joint venture in this case is ACSS. See More Decl.
