Filed: Mar. 21, 2014
Latest Update: Mar. 21, 2014
Summary: ORDER REQUIRING ADDITIONAL BRIEFING HOWARD R. LLOYD, Magistrate Judge. This consolidated action is brought by Aram Vardanyan ("plaintiff"), a shareholder and former member of the board of directors of Viasphere International, Inc. ("Viasphere"). He sues Viasphere, Anthony Moroyan (a Viasphere shareholder and current board member), and Alpha Ventures ("Alpha"), a company apparently solely owned by Moroyan. He alleges that Moroyan and other, unnamed, board members mismanaged and misappropriated
Summary: ORDER REQUIRING ADDITIONAL BRIEFING HOWARD R. LLOYD, Magistrate Judge. This consolidated action is brought by Aram Vardanyan ("plaintiff"), a shareholder and former member of the board of directors of Viasphere International, Inc. ("Viasphere"). He sues Viasphere, Anthony Moroyan (a Viasphere shareholder and current board member), and Alpha Ventures ("Alpha"), a company apparently solely owned by Moroyan. He alleges that Moroyan and other, unnamed, board members mismanaged and misappropriated V..
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ORDER REQUIRING ADDITIONAL BRIEFING
HOWARD R. LLOYD, Magistrate Judge.
This consolidated action is brought by Aram Vardanyan ("plaintiff"), a shareholder and former member of the board of directors of Viasphere International, Inc. ("Viasphere"). He sues Viasphere, Anthony Moroyan (a Viasphere shareholder and current board member), and Alpha Ventures ("Alpha"), a company apparently solely owned by Moroyan. He alleges that Moroyan and other, unnamed, board members mismanaged and misappropriated Viasphere's funds, using them to pay personal expenses. Furthermore, he identifies certain consulting contracts Viasphere or one of its subsidiaries entered into with Alpha. Allegedly, Alpha provided no services of significant value in exchange for generous monthly payments. These consulting contracts were, plaintiff says, engineered by Moroyan simply as a means to siphon pretax money out of Viasphere and into his own pocket. Also, Moroyan reportedly contrived to cause the improper dilution of plaintiff's stock, which had the effect of squeezing plaintiff off the board of directors.
The court has read the parties' pretrial submissions and again considered plaintiff's pleadings. It is crystal clear that Vardanyan is pursuing a direct action against Viasphere, Moroyan, and Alpha. He seeks a money judgment and equitable relief in his favor even as he repeatedly refers to misappropriation of Viasphere's assets and ensuing damage to himself and "other shareholders."
With one possible exception, all of Vardanyan's asserted claims appear to this court to be derivative, not direct.1 To pursue derivative claims, a shareholder would have to file a derivative action. Vandanyan has not done so, and, for myriad reasons, cannot "convert" this case to one. This court will try his direct claims, to the extent he has them.
Accordingly, no later than 10:00 A.M. on Wednesday, March 26, 2014 both sides shall e-file (and deliver a paper copy to chambers) a brief describing specifically, and with appropriate supporting authority, exactly what the direct claims are and why. The court will consider this issue further at the Pretrial Conference on March 27, 2014.
SO ORDERED.
