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Shaw v. Empire Stock Transfer Inc.

Conversion Not Stated Under UCC, Nevada Law; Unjust Enrichment Claim Is Duplicative

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OPINION AND ORDERGRANTING DEFENDANT’SMOTION TO DISMISS This diversity action arises out of a commercial dispute between Seth Shaw (“plaintiff”) and the transfer agent for ROI Land Investments Ltd. (“ROI”), Empire Stock Transfer, Inc. (“Empire” or “defendant”). Plaintiff had contracted to provide marketing and public relations services to ROI in exchange for 500,000 shares of its stock, to be delivered by Empire. Plaintiff sues the transfer agent, alleging claims for conversion, unjust enrichment, imposition of a constructive trust, conspiracy, and aiding and abetting. Empire moves to dismiss the complaint. For the reasons that follow, defendant’s motion is granted, with leave to amend.BackgroundThe following facts are taken from plaintiff’s complaint, which I must “accept[] as true” for the purpose of this motion. Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).Plaintiff is a New York citizen. Compl. 1. Defendant is a Nevada corporation headquartered in Nevada. Compl. 2. ROI is a Nevada corporation headquartered in Montreal, Canada. Compl. 3.The complaint alleges that plaintiff and ROI entered into a one-year consulting agreement, beginning in May 2014, pursuant to which plaintiff provided investor marketing and public relations strategy services. Compl. 7. In consideration for his services, plaintiff alleges that he was to receive 500,000 shares of ROI stock, restricted for one year but “fully earned and vested as of May 1, 2015″ and “eligible to become unrestricted shares during May of 2015.” Compl.

8-9, 11.Although plaintiff alleges that he performed under the contract, ROI never delivered the share certificates. Compl. 12. The complaint alleges that on September 17, 2015, plaintiff contacted Empire, ROI’s transfer agent, and that Empire emailed plaintiff an account statement confirming that plaintiff was issued 500,000 restricted shares. Compl.

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