Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Citroen v. Micron Optics, Inc.

United States District Court, D. Nevada

May 24, 2017

ROBERT L. CITROEN, LAW CORP., Plaintiff,
v.
MICRON OPTICS, INC., Defendant.

          ORDER

          ROBERT C. JONES United States District Judge

         This case arises out of the alleged breach of an assigned settlement agreement. Pending before the Court is a motion for partial summary judgment.

         I. FACTS AND PROCEDURAL HISTORY

         A. Facts Alleged in the Verified Complaint

         As of April 1, 2014, Plaintiff Robert L. Citroen, Law Corp. (“RLC”) and Defendant Micron Optics, Inc. (“Micron”) were parties to a Stock Purchase Agreement (“the Agreement”). (Compl. ¶ 10, ECF No. 1-1, at 4). Under the Agreement, Micron was to pay RLC $12, 500 per quarter for ten years. (Id. ¶ 12). Micron made seven payments from July 1, 2014 to January 1, 2016 but failed to make the April 1, 2016 payment or any payment thereafter. (Id. ¶ 13).

         B. Facts Alleged in the Counterclaim

         1. Citroen's Business Interests

         Counterdefendant Robert L. Citroen was a member of Micron's board of directors since sometime prior to 2000 until November 4, 2011. (See Answer & Countercl. ¶ 12, ECF No. 5). In or around 2004, Micron Optics International A.G. (“MOIAG”) was formed as a Liberian entity to resell Micron's products in Asia. (Id. ¶ 14). MOIAG's stock was held equally by Karlsson & Bergkvist (Schweiz) A.B. (“K&B”) and Metallikon A.G. (“Metallikon”) until 2014. (Id.). K&B is a Swiss entity controlled by Andrei Csipkes and owned by Csipkes's mother, and Metallikon is a Liberian entity owned or controlled by Citroen. (Id. ¶¶ 15-16). Csipkes was Micron's Chief Oprating Officer from 2000 to 2015. (Id. ¶ 19). Citroen failed to disclose his interest in Metallikon or Csipkes's interest in K&B to Micron's officers, directors, or shareholders. (Id. ¶ 17). MOIAG profited from its relation with Micron and distributed those profits to its shareholders Metallikon and K&B. (Id. ¶ 18). As owner or controller of Metallikon, a shareholder of MOIAG, Citroen profited when MOIAG did while also serving as a director of and legal counsel to Micron. (Id.). In 2007, Citroen and Csipkes formed Technica, S.A. (“Technica”) to manufacture optical products and components for Micron in China, and Technica's stock was held equally by Metallikon and K&B until 2014. (Id. ¶ 20). Citroen failed to disclose his or Csipkes's interests in Technica to Micron's officers, directors, or shareholders. (Id. ¶ 21). Technica profited from its relation with Micron and distributed those profits to its shareholders Metallikon and K&B. (Id. ¶ 21). As owner or controller of Metallikon, a shareholder of Technica, Citroen profited when Technica did while also serving as a director of Micron as well as its legal counsel. (Id.). Metallikon and K&B transferred their interests in Technica to other entities in July 2014. (Id. ¶ 20).

         2. Citroen's Federal Convictions

         Citroen was a member of the State Bar of California from 1978 until he voluntarily resigned in 2008 two months before pleading guilty to federal crimes related to passport fraud. (Id. ¶¶ 9, 22-26). Citroen failed to disclose his convictions to Micron's officers, directors, or shareholders, and he continued to provide legal advice to Micron and to charge it for those services, totaling $132, 233.70. (Id. ¶¶ 25-29).

         3. The Agreement

         On or about April 1, 2014 Micron entered into the Agreement with Metallikon and K&B under which those entities would sell their MOIAG stock to Micron for $100, 000. (Id. ¶ 32). The Agreement also represented the settlement of a purported debt owed by MOIAG to S.A. des Establissements Karoly (“SADEK”) for various services. (Id. ¶ 33). Under the Agreement, Micron would assume a settled amount of $500, 000 in debt to SADEK, payable in quarterly installments of $12, 500. (Id.). The same day, SADEK assigned its interest in the Agreement to RLC (“the Assignment”), acknowledging that RLC, as SADEK's subcontractor, had provided the most vital services to MOIAG. (Id. ¶ 34). “In other words, the purported obligation and debt owed by MOIAG (operated by Csipkes and Citroen) to SADEK, which supposedly resulted from services performed by [RLC], was passed along as a debt and obligation to Micron.” (Id. ¶ 35). Citroen failed to disclose his and RLC's interests in the Agreement to Micron's directors or shareholders. (Id. ¶¶ 36-37). Micron made seven quarterly payments under the Agreement but stopped making payments after March 2016 when it discovered Citroen's 2008 resignation from the State Bar of California, his federal convictions, and his control, ownership, and/or financial interests in Metallikon, MOIAG, and Technica, none of which he had previously disclosed. (Id. ¶¶ 39-41).

         C. Procedural History and the Present Motion

         RLC sued Micron in state court for breach of contract, unjust enrichment, conversion, anticipatory breach, and misrepresentation. Micron removed, answered, and filed counterclaims against RLC for breach of contract, contractual and tortious breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach of fiduciary duty, fraud in the inducement, and constructive fraud. Micron also listed counterclaims against Citroen in his personal capacity for tortious breach of the implied covenant of good faith and fair dealing, unjust enrichment, breach of fiduciary duty, fraud in the inducement, constructive fraud, and aiding and abetting fraud. RLC answered the Counterclaim and asked the Court to dismiss the counterclaims brought against Citroen in his personal capacity. The Court denied the motion, ruling that although Citroen was not a necessary party under Rule 19, he could be permissively joined as a Counterdefendant under Rule 20. RLC has now moved for partial offensive summary ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.