05/20/2021 - Motion for Extension of Time, 02/16/2021 - Motion/petit for Enforcement, DocketDocket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. That said, it is still a good idea to include provisions in contracts acknowledging the federal illegality of cannabis, including a covenant that the parties agree not to raise the argument of enforceability in litigation. Other putative class actions filed in federal court have relied on alleged violations of different federal laws to target businesses in the cannabis industry. On October 19, 2015, we issued 20 million shares of common stock to acquire 100% of the ownership interests in J&F Restaurants, LLC, Illegal Burger, LLC and Illegal Burger Writer Square LLC , Colorado Limited Liability Companies controlled Plaintiff, John Joseph Smith, individually and on behalf of entities he controls, alleges that Defendants, Thomas M. Scott, CA Ventures, LLC, and a number of other related entities formed by Scott and CA VenturesCA Ventures (the Subsidiary LLCs), terminated him from his employment with CA Ventures without cause, but nevertheless stripped him - Michael Auerbach, Founder and Chairman of SCAC. The federal court rejected the insurers defense, noting federal marijuana regulation has undergone substantial changes in recent years and holding an insurer who knowingly insures marijuana cannot later escape its obligations under the agreement by asserting the illegality defense. It is common for businesses and individuals in the United States to resolve their disputes with lawsuits. This matter is before the Court on Defendant's Motion to Dismiss Plaintiff's First Amended Complaint. Left Coast Ventures Former Investors. The Defendants sought to dismiss the case in its entirety based on a federal illegality defense, but the court ruled that a complete dismissal would discourage parties from complying with state cannabis regulations. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. 2019-11-01, Los Angeles County Superior Courts | Contract | The only certainty in civil litigation is that it is a distraction and a burden. Wash. Aug. 28, 2019) (citing Kelly v. Kosuga, 358 U.S. 516, 519 (1959) (the effect of illegality under a federal statute is a matter of federal law). Reflecting yet another sort of consumer-type action, a number of CBD companies selling their products online have been sued in putative class actions under the Americans with Disabilities Act (ADA) on the grounds their websites are not accessible to blind customers. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. JMLStern@duanemorris.com, By Seth A. Goldbergand Justin M. L. Stern, Seth A. Goldberg #13. Investors interested in listening can do so via webcast at http://public.viavid.com/index.php?id=142580 or by dialing 844-512-2921 from the U.S., or 412-317-6671 from international locations, and entering confirmation code 13713699. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months. Canaccord Genuity Corp. is serving as financial advisor to SCAC. In addition, the Caliva shareholders may receive the following additional consideration post-closing: Pursuant to the terms of the definitive transaction agreement with respect to Left Coast Ventures (the LCV Agreement), SCAC will acquire Left Coast Ventures by merging such entity with and into a newly-formed wholly-owned subsidiary of SCAC, with Left Coast Ventures continuing as the surviving entity and becoming a wholly-owned subsidiary of SCAC (the LCV Transaction). C19-1297 MJP, 2019 U.S. Dist. The Order to Show Cause states that the contract at issue may be unenforceable under the federal Controlled Substances Act (CSA) because it concerns cannabis businesses, and cannabis remains an illegal substance under the CSA. (It is unclear whether the result inKIVAcould be expected in a patent dispute rather than a trademark case, as there is no "lawful use" requirement for patent eligibility as there is for trademark protection under the Lanham Act.) Quinn Emanuel Cannabis Litigation Practice Alert: Recent Stock Drop Securities Actions in the Cannabis Industry, Federal Court Rejects Challenge To Arbitrability Of Cannabis Disputes, Recent Trends in Cannabis Patent Litigation From the QE Cannabis Industry Litigation Group, Insurance RecoveryObtaining Releaf for the Cannabis Industry, SEC Division of Examinations 2023 Priorities. +1 215 979 1175 WebManufacturing. By Rachel Stone (December 9, 2019, 4:55 PM EST) -- A Canadian cannabis company hatched a plot to bankrupt a company made famous on ABC's "Shark Tank" so it could cheaply take over the company's line of all-natural body care products, according to a $150 million derivative lawsuit removed to Florida federal court. U.S. District Court for the Southern District of Florida, Access to case data within articles (numbers, filings, courts, nature of suit, and more. However, the court disagreed, holding that although marijuana is illegal under the CSA, Arizona (where the case was pending) had passed a medical marijuana law and the Department of Justice was prohibited from prosecuting individuals compliant with state medical marijuana laws. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. This information is available in the This case was filed in U.S. District Courts, The court agreed. The SPAC kept details on the potential merger to a minimum, but with todays signed LOI in hand, it can now auto-extend an additional 3 months to August 2, without a CIIG Capital Partners II (NASDAQ:CIIG) announced this afternoon that it has completedits business combination with EV motorcycle company Zapp. These acquisitions together constitute SCACs However, planning ahead by incorporating some of the tips set forth aboveespecially those relating to internal practices and procedures concerning federal and state regulatory compliancecould reduce the time and expense of a cannabis-related civil action. Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. The Sponsor has also agreed to forfeit to SCAC (i) approximately 0.6 million SCAC Common Shares on closing of the Transaction, and (ii) a number of SCAC Common Shares equal to any Caliva Earnout Shares issued to the Caliva shareholders. First, in drafting partnership agreements (and, as discussed above, commercial contracts more generally), parties may want to carefully specify approved methods of dispute resolution and the governing choice of law or venue; in addition, they may want to require that all parties waive the right to invoke certain bases for dismissalincluding the current treatment of marijuana under federal law. To ensure the most secure and best overall experience on our website, we recommend the latest versions of, http://public.viavid.com/index.php?id=142580, up to approximately 17.4 million additional SCAC Common Shares in the event the volume weighted average trading price (VWAP) of SCAC Common Shares reaches $13.00, $17.00 and $21.00 within three years of closing (with one-third of such shares delivered at each such price threshold); and. Depending on who initiates the action, the outcome may be removing (or securing) a permit suspension, nullifying (or imposing) a fine, or obtaining (or withholding) government approval. investor@subversivecapital.com, Nike Communications Disclaimer: The content of this website is provided for information purposes only. In contrast, a breach of contract suit seeking purely monetary damages would not, under the cases explored above, register the same issue, perhaps presenting a more viable alternative to a litigant hoping to survive a defense rooted in the illegality argument. InWilliams v. Eaze Solutions, for instance, the plaintiff argued Eazewhich operates a mobile application to facilitate the delivery of cannabis products from dispensaries to consumersviolated the Telephone Consumer Protection Act (TCPA) by sending repeated, unsolicited text messages. Wash. Dec. 6, 2019), the United States District Court for the Western District of Washington abstained from adjudicating a contract dispute over a Florida medical marijuana license and remanded the case to state court. Because it found the Federal Arbitration Act applied and the contract required arbitration of gatekeeping issues of arbitrability, the court found in favor of Eaze, requiring arbitration under the contract even though it simultaneously found the agreement itself was unenforceable on the grounds its object was unlawful. Law360 provides the intelligence you need to remain an expert and beat the competition. Web(April 1, 2021) - Three former Left Coast Ventures Inc. shareholders say the cannabis company's insiders breached their fiduciary duty by pushing through amendments to Cooley LLP and Cassels Brock & Blackwell LLP are acting as legal counsel to Left Coast Ventures. Password (at least 8 characters required). Lists Featuring This Company West Coast Acquired Companies With More Than 50 Employees According to the ruling shared by Zurn, Left Coast shareholders have the ability to file direct claims against private equity fund Fireman Capital Partners LLC and three Left Coast board members affiliated with the fund, including director Dan Fireman. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. Judge Pechman cited directly to Polk v. Gontmakher, another cannabis contract case that was dismissed earlier this year on similar grounds. While parties may want to include provisions restricting the ability to invoke the federal illegality defense as an added layer of protection, a key takeaway from the cases explored above is, as a general proposition andwith a number of caveats, it appears as though courts have been willing to entertain contractual disputes concerning marijuana businesses. Chris Akelman, Partner at Fireman Capital Partners (FCP), said: Caliva and Left Coast Ventures are two proven cannabis operators, and California is an incredible market with a huge opportunity for consolidation. While it may be relatively difficult for marijuana businesses to find insurers who are ready, willing, and able to work with them, identifying such insurers could prove invaluable. Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. Founded in 2015, Calivas industry advantage comes from its vertical integration and direct-to-consumer platform. Headquarters Regions San Francisco Bay Area, West Coast, Western US. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Cummings & Lockwood LLC, Reed Smith LLP and Aird & Berlis LLP are acting as legal counsel to Shawn (JAY-Z) Carter and his affiliate entities. KIVA Health moved to dismiss the counterclaims, arguing KBIs manufacture and sale of federally unlawful products rendered it unable to maintain the claims. 2019-05-16, Los Angeles County Superior Courts | Contract | up to approximately 3.9 million additional SCAC Common Shares (subject to certain reductions on account of the Private Placement, the Caliva Earnout Shares) if the aggregate consolidated cash of SCAC, at closing, net of short term indebtedness, is less than $225.0 million, in which case a proportionate number of Caliva Earnout Shares would become payable based on whether The Parent Company raises cash proceeds to cover such shortfall in the 12 months following closing and whether the weighted average price per share for any equity securities used to raise such cash proceeds is below $10.00 per share. The Delaware Chancery Court, for the second time in recent months, ruled that shareholders have the standing to sue board members for breach of their duties in the so-called de-SPAC agreement. 2:18-CV-01434-RAJ, 2019 WL 4058970, at *2 (W.D. Green Earth Wellness Ctr. This press release is not an offer of securities for sale in the United States, and the securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration. Common types of intellectual property (IP)-related disputes involve claims of patent infringement, copyright infringement, and trademark infringement. WebCounsel information for Left Coast Ventures Inc., EKO Holdings LLC, Brett Cummings, Hugo and Debra Saavedra, and Equitable Transitions Inc. was not immediately available. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. Try our Advanced Search for more refined results. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Infinity Global Consulting Group, Inc. et al v. Tilray, Inc. et al, Left Coast Ventures, Inc. v. Brightstar LLC, INFINITY GLOBAL CONSULTING GROUP INC. The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. Plaintiffs in these sorts of rows, as in other industries, may seek a variety of remedies, from an award of monetary damages to an order requiring the transfer of a particular ownership interest from one to another. The court Case law has shown courts willingness tosua sponteconsider the issue of federal illegality in determining whether consideration of the matter is proper. This certainly was not the first time contract enforceability between cannabis companies has come up. - Dennis OMalley as COO, President of Caliva TheKIVAruling suggests a hostility, at least on the part of one federal court, toward trademark claims based on conduct that is unlawful under federal law. Cases involving other matters not classified elsewhere, 890, 1890, 1990, 2890, 2899, 2999, 3375, 3890, 3896, 3899, 3999, 4890, 4896, 4999. DocketDocket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. One significant case shines a light on the intersection of federal employment law and business illegal under federal law. Pursuant to the terms of the Sisu Agreement, the transaction will be structured as a merger of a newly-formed wholly-owned subsidiary of Left Coast Ventures with and into Sisu, with Sisu continuing as the surviving entity. Left Coast Ventures What may be the most noteworthy about the cases discussed above is whatsunremarkable about them: In each of the three cases (two federal and one state), the court did not abstain from enforcing the parties contractual obligations solely because the contract at issue pertained to marijuana. - Brett Cummings as CFO, President of Left Coast Ventures Reprinted with permission ofmg Magazine. Docket Entry: Notice of Hearing-; Event Type: Event; Comments: ON 02-10-2021 AT 2PM, Docket Entry: Receipt:; Event Type: Event; Comments: RECEIPT#:2510256AMT PAID:$200.00NAME:TOTH, BRIAN WILLIAMGELBER SCHACHTER & GREENBERG PA 1221 BRICKELL AVEMIAMI FL 33131-2847COMMENT:ALLOCATION CODEQUANTITYUNITAMOUNT3176-NON-FLA ATTORNEY F1$100.00$100.003176-NON-FLA ATTORNEY F1$100.00$100.00TENDER TYPE:E-FILING ACHTENDER AMT:$200.00RECEIPT DATE:01/07/2021REGISTER#:251CASHIER:EFILINGUSER, Docket Entry: Motion for Pro Hac Vice; Event Type: Event, Docket Entry: Receipt:; Event Type: Event; Comments: RECEIPT#:2560045AMT PAID:$401.00NAME:COLLEEN LYNN SMERYAGE100 SE 2ND ST FL 30MIAMI FL 33131-2100COMMENT:ALLOCATION CODEQUANTITYUNITAMOUNT3100-CIRCUIT FILING FEE1$401.00$401.00TENDER TYPE:E-FILING ACHTENDER AMT:$401.00RECEIPT DATE:12/16/2020REGISTER#:256CASHIER:EFILINGUSER, Docket Entry: Complaint; Event Type: Event, Docket Entry: Civil Cover Sheet - Claim Amount; Event Type: Event. Relatedly, consumer lawsuits, including consumer fraud actions, accuse businesses of misrepresenting their product, typically by falsely labeling, packaging, or advertising the product on a mass scale. JMLStern@duanemorris.com, preparing_resource_draining_lawsuits_civil_litigation_expensive_0420.html. As experienced trial lawyers who have litigated civil actions involving a number of different industries and who have focused on advising clients with a broad range of cannabis-related interests, we have set forth below examples of the intersection between civil litigation and cannabis, with a focus on tips for planning ahead to avoid or resolve quickly an otherwise resource-draining civil action. Investors and security holders may obtain a copy of the definitive agreements for the Transaction and the prospectus, when filed, under SCACs profile on the SEDAR website at www.sedar.com. LEXIS 210736 (W.D. Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. LOADING PDF: If there are any problems, click here to download the file. Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. Holding. If the parties cannot show cause under the Order, the case will be dismissed based on the contract at issues unenforceability a decision that should send a shiver down every cannabis business. For more information, visit www.subversivecapital.com. - Daniel Neukomm, CEO of La Jolla Group The words will, expects, intends and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Cannabis laws vary from state to state. To ensure the most secure and best overall experience on our website we recommend the latest versions of, Internet Explorer is no longer supported. Based on sources and uses of capital, SCAC will have sufficient cash to satisfy the Transaction's closing conditions. By subscribing to our blog, you acknowledge that you have read our, Federal Court Sends Ominous Signal on Cannabis Contracts, Treasury Report Recommends Increasing Tax Audits of Cannabis Taxpayers, WA COVID-19 UPDATE: Cannabis Businesses Deemed Essential; WSLCB Further Relaxes Rules, Marijuana, Hemp, & COVID-19: Regulatory Guidance, Government Loans, and Tax Credits (Or Lack Thereof), Proposed Washington Cannabis Bills 2020, Part 3, Proposed Washington Cannabis Bills 2020, Part 2. +1 561 962 2107 For more information visit caliva.com or follow along on Instagram, @GoCaliva. v. Woodstock Products Co. International Inc., et al., SDNY 1:18-cv-01840-RWS, a team of Duane Morris lawyers led by Seth Goldberg represented a cannabis-infused products manufacturer in a trademark infringement lawsuit brought by the founders of the Woodstock Music & Arts Festival of 1969 concerning the rights to the "WOODSTOCK" trademark in connection with cannabis-related products.). Around the same time it will unveil a new SUV, its third vehicle and the one most likely to carry momentum in the mass market and attempt to close the sales gap with Tesla. ET AL VS TILRAY INC. Terms Tracker for the Week Ending April 28, 2023 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous weeks pricings. Left Coast Ventures Inc v. Bill's Nursery Inc et al, Left Coast Ventures Inc v. Brightstar LLC, CONSTANTINE SCURTIS VS ALEXANDER E. RODRIGUEZ ET AL. Docket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. - Steve Allan as CEO Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). Left Coast claims that Bills Nursery reneged on the agreement and filed suit. 2019-12-02, Los Angeles County Superior Courts | Contract | ), Create custom alerts for specific article and case topics and, I took a free trial but didn't get a verification email. Under the terms of the Sisu Agreement, upon closing of the Sisu Transaction the Sisu members will receive aggregate consideration of approximately $76.3 million of consideration (subject to certain adjustments and holdback, the Sisu Consideration). Concurrently with entering into the Caliva Agreement and the LCV Agreement, certain shareholders of Caliva and LCV entered into support and lock-up agreements pursuant to which such holders agreed to support the Caliva Transaction and the LCV Transaction, respectively, and agreed not to sell any SCAC Common Shares received under the Caliva Agreement or LCV Agreement, as applicable, for six months after the closing of the Transaction. Finally, one place to get all the court documents we need. California is the most powerful cannabis economy in the world, and we have a unique opportunity to consolidate the market, Subversive Capital Acquisition Corp. (SCAC) Chair Michael While they may require payment of regulatory penalties, forfeiture of a license or certification, or a change to the business structure, the objective of these types of actions is often a defined outcome. Newly formed vertically integrated cannabis company to be named TPCO Holding Corp. (The Parent Company), will be the largest in California, Shawn JAY-Z Carter will join The Parent Company as Chief Visionary Officer to guide brand strategy and The Parent Company Social Equity Ventures, a corporate venture fund investing in Black-owned and minority-owned cannabis businesses, Entertainment powerhouse Roc Nation signs exclusive cannabis partnership with The Parent Company, $36.5mm in equity commitments from existing and new shareholders provides sufficient cash to satisfy closing conditions, Transaction expected to close in January 2021, Class A Units currently trade on the NEO under the symbol SVC.A.U and on the OTCQX under the symbol SBVCF, Conference call and webcast available for replay. Firms should also recognize that potentially infringing behavior may lead not only to a lawsuit claiming trademark infringement or unfair competitiona plaintiff might also seek to capitalize on the fact marijuana (and THC) is illegal under federal law, as the plaintiff did in Tapatio, to support a theory their brand has been tarnished or its value diminished. Benesch Friedlander Coplan & Aronoff LLP is serving as U.S. legal advisor and lead transaction counsel and Bennett Jones LLP as Canadian counsel to Caliva. The company is weighing reaching out to regulators in the country for approval for a SPAC merger in order to satisfy new requirements unveiledin December. Cases involving stockholder rights and actions (direct and derivative actions), Infinity Global Consulting Group, Inc. et al v. Left Coast Ventures, Inc. et al, (#1) Clerks Notice to Filer re: Electronic Case. View contact profiles from Left Coast Ventures Popular Searches Left Coast Although Washington law governs the breach of contract claim, where it is alleged that an agreement violates a federal statute, courts look to federal law. Polk v. Gontmakher, No. In addition, given the increasing prevalence of ADA lawsuits brought against cannabis companies, businesses need to keep in mind they are subject to the laws and regulations generally applicable to businesses regardless of industry. Judge Pechman distinguished from that and stated. While most of the product liability and consumer fraud litigation has taken place in the hemp industry, the marijuana market has not been entirely immune. This direct-to-consumer experience enables customers to purchase cannabis at Calivas retail stores and place orders online for in-store pickup or same-day delivery straight to their door. Case administratively closed - No Initiating Document filed/attached. Kenneys suit argued he should not have been so classified and was owed overtime under the FLSA. 2017-11-14, Los Angeles County Superior Courts | Labor | Investor Type. Left Coast Ventures and its subsidiaries are working to shape the future of the legal cannabis industry in the United States through acquisitions, investments, and incubation while building a respected portfolio of top shelf brands.
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