BML Properties files motion to dismiss CCA counterclaim
BML Properties Limited filed a motion in New York Supreme Court yesterday to dismiss a counterclaim filed against it by CCA Construction Incorporated (formerly China Construction America and also known as CSCECB), which had sought to dismiss BML’s lawsuit against CCA.
CCA’s counterclaim sites shareholder oppression as a basis for the counterclaim, which also includes a demand for punitive damages.
BML’s motion to dismiss this claim by CCA points out that the oppression counterclaim must be dismissed because under New York law the oppression claim is waived when it is for “fiduciary breach”.
It adds that because Baha Mar Ltd. has already been dissolved, CCA’s counterclaim is rendered moot.
“Beyond the waiver of fiduciary duties in the investors agreement, CSCECB’s shareholder oppression claim fails for another, independent reason: the sole remedy provided under New York law for oppression of minority shareholders – judicial dissolution of the company in which the shares are held – is unavailable,” BML’s motion reads.
It adds that Baha Mar Limited was dissolved in January 2019.
The motion also points out that CCA does not have a case because it was never issued voting shares in Baha Mar Ltd.
The motion goes even further in dismissing CCA’s counterclaim, explaining that even if Bahamian law is applied to the counterclaim’s language, the law negates its validity.
BML further breaks down CCA’s counterclaim, explaining that BML was in violation of section 280 of the Bahamas Companies Act in the claim of oppression. But BML’s motion points out that The Bahamas’ Supreme Court has “sole jurisdiction to hear cases under 280”.
The motion also adds that section 280 requires “ongoing conduct affecting rights in an existing company in order to seek a remedy for past oppression”.
BML concludes in its motion: “CSCECB’s counterclaim for shareholder oppression should be dismissed – whether under governing New York law or under the law of The Bahamas that CSCECB applies. The counterclaim cannot survive in the face of either the investors agreement’s provisions or the text of the Companies Act of the Commonwealth of The Bahamas.
“Similarly CSCECB’s demand for punitive damages in a breach of contract case should be struck from the counterclaim as barred by New York law.”
Education: Florida International University, BS in Journalism
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