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Miller v. Brightstar Asia Ltd.

Implied Covenant's Breach Plausibly Alleged; Suit's Dismissal Under FRCP 12(b)(6) Denied

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MEMORANDUM DECISION AND ORDER Plaintiff Tyler Miller brought this diversity action against Brightstar Asia, Ltd.¹ (“Brightstar”), alleging breaches of a shareholder agreement and duties owed to Plaintiff, stemming from Defendant’s acquisition of a controlling share of Harvestar Solutions Limited (“Harvestar”), Plaintiff’s company. (First Am. Compl. (“FAC”), ECF No. 24, 4.) Following remand from the Second Circuit, the sole claim remaining in this action is Miller’s allegation that Brightstar’s conduct constituted a breach of the implied covenant of good faith and fair dealing. See Miller v. Brightstar Asia, Ltd., 43 F.4th 112, 125-26 (2d Cir. 2022); FAC

46-55. Defendant now moves once again to dismiss under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim. (Def.’s Second Mot. to Dismiss (“Mot.”), ECF No. 61.) Before this Court is Magistrate Judge James L. Cott’s September 11, 2023 Report and Recommendation (“Report”) (ECF No. 66), recommending that Defendant’s motion be denied. Magistrate Judge Cott advised the parties that failure to file timely objections to the Report would constitute a waiver of objections and preclude further appellate review. (Id. at 23.) Neither party filed any objections. Having reviewed the Report for clear error and finding none, this Court ADOPTS the Report in full. Defendant’s motion is DENIED. I. BACKGROUND A. Factual Background Plaintiff, along with Omar Elmi, founded Harvestar in 2016. (FAC 9.) Harvestar’s business was to refurbish used cell phones to “like new” condition and wholesale them to distributors and retailers. (Id.

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