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.

Scallop Imaging, LLC v. Blackhawk Imaging, LLC

United States District Court, D. Massachusetts

March 22, 2018

SCALLOP IMAGING, LLC, Plaintiff,
v.
BLACKHAWK IMAGING, LLC, and VISION TECHNOLOGIES, INC., Defendants.

          MEMORANDUM AND ORDER ON MOTION TO DISMISS

          ALLISON D. BURROUGHS U.S. DISTRICT JUDGE

         In March 2015, Defendant Vision Technologies, Inc. (“Vision”) agreed to acquire Plaintiff Scallop Imaging, LLC's (“Scallop”) camera technology, but formed a subsidiary, Defendant Blackhawk Imaging, LLC (“Blackhawk”), which ultimately purchased the assets from Scallop. Blackhawk has since defaulted on numerous payments due under the purchase agreement as well as several follow-on agreements between Scallop and Blackhawk. Scallop asserts claims for breach of contract, unjust enrichment, and misrepresentation against Blackhawk and seeks to pierce the corporate veil to hold Vision liable for Blackhawk's acts and omissions. [ECF No. 28] (“Amended Complaint”). Blackhawk answered the Amended Complaint and admitted many of the allegations concerning its missed payments. [ECF No. 34] (“Answer”). Currently pending before the Court is Vision's motion to dismiss for lack of personal jurisdiction, or, alternatively, for failure to state a claim. [ECF No. 35]. For the reasons stated herein, the motion to dismiss is DENIED.

         I. BACKGROUND

         Because Vision moves to dismiss for lack of personal jurisdiction, the following factual summary draws from “the pleadings and whatever supplemental filings (such as affidavits) are contained in the record, ” giving credence to Scallop's version of the genuinely contested facts, as well as from the undisputed facts proffered by Vision. Baskin-Robbins Franchising LLC v. Alpenrose Dairy, Inc., 825 F.3d 28, 34 (1st Cir. 2016).

         Vision (a Delaware corporation with its principal place of business in Arkansas) and Scallop (a Massachusetts limited liability company with its principal place of business in Massachusetts) both develop and/or distribute camera systems. Am. Compl. ¶¶ 7-9; [ECF Nos. 28-19]; [ECF No. 37 at ¶¶ 3, 5] (“Affidavit of Lee Thompson” or “Thompson Aff”). In July 2014, Vision President Lee Thompson contacted Scallop Manager Olaf Krohg, and they entered into an agreement whereby Vision became a distributor of Scallop's products. Am. Compl. ¶ 17; Thompson Aff. ¶ 5. In March 2015, after Scallop initiated a discussion with Vision, Vision and Scallop signed a letter of intent memorializing a proposal for Vision to acquire substantially all of Scallop's assets. Thompson Aff. ¶ 5. Vision then formed a wholly-owned subsidiary, Blackhawk (a Delaware limited liability company with its principal place of business in Arkansas), for the purpose of entering into the transaction with Scallop. Id. ¶ 6; Am. Compl. ¶¶ 8, 18. Following the formation of Blackhawk, (1) Vision's Vice President, Chuck Thompson, concurrently served as Blackhawk's President and Chief Operating Officer; (2) Harvey Weiss, who resigned from Vision's board of directors when Blackhawk was formed, served as Blackhawk's Chief Executive Officer; and (3) Vision accountant John Uitz concurrently served as Blackhawk's Chief Financial Officer. Thompson Aff. ¶¶ 6-9. Vision President Lee Thompson is also the father of Chuck Thompson. Id. ¶ 4.

         On April 21, 2015, Blackhawk and Scallop entered into an Asset Purchase Agreement. Am. Compl. ¶ 18. In exchange for acquiring substantially all of Scallop's assets, Blackhawk executed two promissory notes representing a $700, 000 loan made from Scallop to Blackhawk. Id. The notes required Blackhawk to pay Scallop $100, 000 on May 31, 2015 and $600, 000 on June 30, 2015. Id. Blackhawk also agreed under a separate note to pay Scallop an earnout amount of $125, 000. Id.; [ECF No. 32 at ¶ 3] (“Krohg Aff.”). As collateral for the loan, Blackhawk granted Scallop a security interest in its assets and licensed to Scallop, on a royalty-free basis, the intellectual property that Blackhawk acquired under the Asset Purchase Agreement. Am. Compl. ¶ 18; Krohg Aff. ¶ 3.

         Blackhawk defaulted on the payments due on May 31 and June 30, and never paid any of the amounts owed to Scallop under those notes. Krohg Aff. ¶¶ 4-5. Less than one month after Blackhawk failed to meet these payment obligations, Vision transferred 75% of its equity in Blackhawk “to people affiliated with the company” as follows:

10% to Lee Thompson, President of Vision;
25% to Chuck Thompson, Vice President of Vision and President and COO of Blackhawk;
25% to Harvey Weiss, CEO of Blackhawk and former director of Vision;
5% to John Uitz, accountant at Vision and CFO of Blackhawk;
5% to William Bowen, Engineering Vice President at Vision; and
5% to Ki Pho Hong.

         Thompson Aff. ¶ 11. Vision nonetheless continued to claim on its website that Blackhawk was a wholly-owned subsidiary. Id.; Am. Compl. ΒΆ 55. Blackhawk also shared Vision's office from its formation in March 2015 until moving to ...


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.