DECISION & ORDER ON MOTION The Court heard oral argument on Defendants’ pre-answer motion to dismiss the Amended Complaint (Motion 002) on May 27, 2021 via Microsoft Teams. Based on the papers submitted, and the proceedings on the record of May 27, 2021, the motion is granted, and the Amended Complaint is dismissed. Background Plaintiff Nilish Chadha is the co-founder of Defendant Wahed Inc. (“the Company”), a financial technology and services company that offers investment opportunities compliant with Islamic law. (Am. Compl. 10, NYSCEF Doc. No. 19.) Plaintiff is the former Chief Operating Officer (“COO”) of Wahed and is also a former board member and shareholder of the Company. (Id.
4, 9.) Defendant Junaid Wahedna is and was at all relevant times the controlling shareholder, a director and CEO of Wahed Inc. Defendant Wahed Inc. was formerly known as Wahed Invest Inc. and is a Delaware corporation which was formed in June 2015, under the laws of the State of Delaware, and was duly authorized to conduct business in the State of New York. The Amended Complaint alleges that starting on or about October 2016 through March 2017, Defendants engaged in a fraudulent scheme to purchase Plaintiff’s shares in the Company at deeply discounted values by inducing Plaintiff to enter into a series of Common Stock Repurchase Agreements (“CSRAs”), by allegedly fraudulently misrepresenting to Plaintiff the value of his shares, and in breach of fiduciary duties owed to him, by failing to disclose higher share prices that were being negotiated with third-party investors at the time, in order to buy out Plaintiff’s shares in the Company at lower prices. Specifically, on October 14, 2016, Plaintiff entered into an agreement to sell Wahed 38 shares of common stock, for $49,400; on November 2, 2016, Plaintiff entered into a further agreement to sell another 300 shares to Wahed, for $399,900; on January 16, 2017, Plaintiff entered into a third and final agreement to sell Wahed his last 192 shares, for $200,000. (Am. Compl.
