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Helping Hands Wellness Center, Inc. v. Danayan

United States District Court, D. Nevada

August 29, 2019

HELPING HANDS WELLNESS CENTER, INC., Plaintiffs,
v.
LUSINE DANAYAN, et al., Defendants.

          ORDER

         Presently before the court is Helping Hands Wellness Center, Inc.'s (“HHWC”) emergency motion to remand. (ECF No. 5). Defendants Lusine Danayan and Jack Danayan (“defendants”) responded. (ECF No. 12). HHWC did not reply.

         Also before the court is Helping Hand's motion for preliminary injunction. (ECF No. 6). Defendants filed a response. (ECF No. 15). HHWC did not reply.

         I. Facts

         HHWC, a medical cannabis cultivation and production operation in North Las Vegas licensed under state law, received a confidential offer for the sale of its cannabis cultivation and production assets from a buyer.[1] (ECF No. 5 at 2). HHWC discussed the offer with defendants, who initially consented to the terms of the sale. Id. HHWC then entered into a letter of intent with the buyer. Id. Before the execution of the sale agreement, however, a dispute between defendants and HHWC arose. Id. at 2-3.

         Defendants and HHWC negotiated for several months, and HHWC alleges that the parties “reached an agreement on all material terms resolving their dispute.” Id. at 3. The parties drafted a settlement and shareholder interest purchase agreement whereby HHWC would purchase Lusine's interest, Lusine would resign as an officer of HHWC, and HHWC would execute five (5) promissory notes and a security agreement to repay Lusine. Id. However, defendants assert that the parties “were ultimately unable to reach an agreement as to the terms of the sell [sic], such as the amount to be paid, how that amount was to be paid, and the backed security interest should [HHWC] default.” (ECF No. 15 at 8).

         HHWC filed suit in state court to enforce the settlement and shareholder interest purchase agreement, and the defendants timely removed. (ECF No. 1).

         II. Legal Standard

         A. Subject matter jurisdiction

         Pursuant to 28 U.S.C. § 1441(a), “any civil action brought in a State court of which the district courts of the United States have original jurisdiction, may be removed by the defendant or the defendants, to the district court of the United States for the district and division embracing the place where such action is pending.” 28 U.S.C. § 1441(a). “A federal court is presumed to lack jurisdiction in a particular case unless the contrary affirmatively appears.” Stock West, Inc. v. Confederated Tribes of Colville Reservation, 873 F.2d 1221, 1225 (9th Cir. 1989).

         Upon notice of removability, a defendant has thirty days to remove a case to federal court once he knows or should have known that the case was removable. Durham v. Lockheed Martin Corp., 445 F.3d 1247, 1250 (9th Cir. 2006) (citing 28 U.S.C. § 1446(b)(2)). Defendants are not charged with notice of removability “until they've received a paper that gives them enough information to remove.” Id. at 1251.

         Specifically, “the ‘thirty day time period [for removal] . . . starts to run from defendant's receipt of the initial pleading only when that pleading affirmatively reveals on its face' the facts necessary for federal court jurisdiction.” Id. at 1250 (quoting Harris v. Bankers Life & Casualty Co., 425 F.3d 689, 690-91 (9th Cir. 2005) (alterations in original)). “Otherwise, the thirty-day clock doesn't begin ticking until a defendant receives ‘a copy of an amended pleading, motion, order or other paper' from which it can determine that the case is removable. Id. (quoting 28 U.S.C. § 1446(b)(3)).

         A plaintiff may challenge removal by timely filing a motion to remand. 28 U.S.C. § 1447(c). On a motion to remand, the removing defendant faces a strong presumption against removal, and bears the burden of establishing that removal is proper. Sanchez v. Monumental Life Ins. Co., 102 F.3d 398, 403-04 (9th Cir. 1996); Gaus v. Miles, Inc., 980 F.2d 564, 566-67 (9th Cir. 1992).

         B. Preliminary injunction

         This court must consider the following elements in determining whether to issue a temporary restraining order and preliminary injunction: (1) a likelihood of success on the merits; (2) likelihood of irreparable injury if preliminary relief is not granted; (3) balance of hardships; and (4) advancement of the public interest. Winter v. N.R.D.C.,555 U.S. 7, 20, 129 S.Ct. 365, 172 L.Ed.2d 249 (2008); Stanley v. Univ. of S California, 13 ...


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