A couple of noteworthy lessons emerge from a review ofPolkandLeft Coast Ventures. LEXIS 210736 (W.D. While the defendant argued that the court could not enforce the contract because marijuana is illegal, the plaintiff argued, among other things, that deciding the case would entail simply enforcing a routine contract and public policy favors enforcement of contractual agreements. 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. Judge Pechman distinguished from that and stated. 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. Founded Date 2018. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. Shawn JAY-Z Carter, who will become The Parent Companys Chief Visionary Officer following closing of the Transaction, said: Although we know we cant fully redeem the injustices created by the war on drugs, we can help shape a brighter and inclusive future. 1:19-CV-25019 | 2019-12-05, Miami Dade County Courts | Contract | The securities have not been and will not be registered under the United States Securities Act of 1933. 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.). Blake, Cassels & Graydon LLP and Paul Hastings LLP are acting as legal counsel to SCAC. Case administratively closed - No Initiating Document filed/attached. With its advanced infrastructure, industry leading operational efficiencies, proven strategy of brands, and cultural influence, The Parent Company is expected to be best positioned for the inevitable end of cannabis prohibition in the United States., Steve Allan, who will become The Parent Companys CEO following closing of the Transaction, said: In addition to building the most influential portfolio of cannabis and hemp brands in the world, The Parent Companys vertical operational platform has been designed for growth and future mergers and acquisitions, forging a path to redefine the cannabis industry in California.. Consumer claims are common in all consumer-products industriesparticularly the pharmaceutical, tobacco, and automotive industries. The proposed class action was filed Tuesday in Delaware Chancery Court by former common stockholders of Left Coast Ventures Inc., a cannabis company that spun Counsel experienced in both civil litigation and cannabis-specific issues such as the federal/state conflict and state-by-state patchwork of cannabis regulations (and therefore not needing to be "brought up to speed") will be essential to guiding litigants to cost-effective resolutions. The court issued an order to show cause why the case should not be dismissed on the grounds that, as stated inPolk, awarding interest in a marijuana entity would be mandating illegal conduct. In most consumer-oriented product claims, there wont be a contract governing the relationship between the manufacturer and the end-user. 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). Cancellation and Refund Policy, Privacy Policy, and Investor Since. 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. As such, while ensuring compliance with cannabis- and product-related rules is critical, operators should not overlook the importance of adhering to more "standard" types of business regulations. It is not necessarily surprising that a federal judge would have this opinion, but what is notable is that we are getting these opinions in 2019, many years after cannabis was legalized. +1 215 979 1175 Under the terms of the OG Enterprises Agreement, upon closing of the OG Enterprises Transaction the affiliate of Mr. Carter will receive 5.0 million SCAC Common Shares and will have the contingent right to receive up to an additional 1.0 million SCAC Common Shares post-closing in the event the 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). Subversive Capital Acquisition Corp. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS. Helix argued Kenney was not entitled to the protections of the FLSA because marijuanathe industry in which Helix operatesis unlawful under federal law. As evidenced by the spike in cannabis-related litigation in 2019, and as the industry matures it seems like it may mirror most other U.S. industries in the sense participants will resolve disputes with litigation. Berrin Noorata - Dennis OMalley as COO, President of Caliva TORONTO--(BUSINESS WIRE)--Subversive Capital Acquisition Corp. (NEO: SVC.A.U, SVC.WT.U; OTCQX: SBVCF) ("SCAC"), a special purpose acquisition company (SPAC), today announced it has entered into definitive transaction agreements (the Agreements) with global icon, entrepreneur and MONOGRAM founder, Shawn JAY-Z Carter, entertainment powerhouse Roc Nation, CMG Partners Inc. (Caliva), Californias most trusted cannabis brand and leading direct-to-consumer platform, and Left Coast Ventures, Inc. (Left Coast Ventures), a predominant cannabis and hemp company with low-cost manufacturing and a diversified portfolio of brands, to form TPCO Holding Corp. (The Parent Company) (the Transaction). Often, the suits charge the product was designed or manufactured in such a way that it was unreasonably dangerous to the end-user; sometimes litigants will argue the company failed to warn consumers about some known danger. 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. By Seth A. Goldberg and Justin M. L. Stern The proceeds of the Private Placement are intended to be used in connection with the Transaction and to fund the growth of The Parent Company following closing. Another truck driver, inDarrow v. Just Brands USA, alleged "JustCBD" watermelon rings caused him to test positive for THC, even though the labels advised "No THC," resulting in his termination. In connection with the consummation of the LCV Transaction, SCAC has also agreed to repay in full certain promissory notes of LCV for an aggregate amount equal to $15.0 million (the LCV Note Repayment) which LCV Note Repayment will adjust the consideration paid to Left Coast Ventures shareholders on closing. Pursuant to the terms of the binding heads of terms agreement (the Roc Agreement) with respect to Roc Nation, LLC (Roc Nation), The Parent Company will become Roc Nations Official Cannabis Partner, Roc Nation will provide The Parent Company with special access and rights with respect to Roc Nations roster of artists and athletes and Roc Nation will promote The Parent Companys brand portfolio and provide various services specifically described therein. 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. 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 This case was filed in U.S. District Courts, Roc Nation is a full-service organization, supporting a diverse roster of talent via artist management, music publishing, touring, production, strategic brand development, and beyond. All industries are dependent on commercial relationships, such as arrangements between firms regarding product development, supply and distribution, and sales and marketing. - Michael Auerbach, Founder and Chairman of SCAC. 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. - Jeffry Allen, Director of NetApp and Barracuda The Sponsor and certain shareholders of SCAC will enter into a lock-up and forfeiture agreement upon closing of the Transaction restricting sales of SCAC Common Shares for six months after the closing of the Transaction. Caliva and Left Coast Ventures expect combined revenues of $185m in 2020 and $334m in 2021. However, last week saw four Latest SPAC Liquidations: LAVA Medtech Acquisition Corp., Digital Acquisitions I Corp. LAVA Medtech Acquisition Corp. (LVAC) to Liquidate on May 3 LAVA Medtech Acquisition Corp. (NASDAQ: LVAC) announced today that the board of directors of the Company (the Board) has elected to abandon and not implement the extension that was approved by stockholders on April Project Energy Reimagined Acquisition Corp. (Nasdaq: PEGR)announced this afternoon that it has signed anon-binding letter of intent (LOI) to combine with an unnamed target. Dkt. The combined entity has been simply The court denied the defendants motion for summary judgment, writing that it could grant the relief sought in the case without requiring either party to violate federal law: "[M]andating payment does not require Gullickson to possess, cultivate, or distribute marijuana, or to in any other way require her to violate the [Controlled Substances Act (CSA)]." However, it does draw some attention for the company at a critical time in its five-year history. Arguing that Tiowaxy sounds similar to Tapatio and that the products share a similar font and label designs, Tapatio asserted that its brand had been tarnished due to its association with the defendants product, infused with a Schedule I controlled substance. Under the terms of the Caliva Agreement, upon closing of the Caliva Transaction the Caliva shareholders will receive aggregate consideration of approximately $282.9 million (subject to certain adjustments and holdbacks). Were creating something people can trust and were investing in our future, our people, and our communities., SCACs Chairman, Michael Auerbach, said: California is the most powerful cannabis economy in the world, and we have a unique opportunity to consolidate the market with The Parent Company. For instance, inEllis v. RK Endeavor, a truck driver claimed he purchased a bottle of CBD oil that, unbeknownst to him, actually contained THC. Left Coast Ventures Former Investors. - Al Foreman, Partner of Tuatara Capital The lawsuit was originally filed in Washington state court but was removed to Case administratively closed - No Initiating Document filed/attached. The defendant argued the federal court hearing the case should refuse to enforce the consulting agreement on the grounds marijuana is illegal under federal law. investor@subversivecapital.com, Nike Communications He also serves as team lead for the firms cannabis industry group, where he advises core and ancillary cannabis and hemp companies in regulatory and business matters, as well non-cannabis companies evaluating their participation in the cannabis space. Subversive subsequently joined forces with Jay-Z to bring to life The Parent Co, which bills itself as Californias premier cannabis business. If you do not agree with these terms, then do not use our website and/or services. WebThey have been selected based on multiple factors including the salience of the alleged abuse, the relevance and nature of the litigation strategy, and the potential for setting 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. 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. As product liability and consumer products litigators know, while a single aggrieved consumer might not seem like a big deal, that consumer could wind up being the canary in the coal minea signal of an impending wave of litigation. 2:19-CV-01297 | 2019-08-16, U.S. District Courts | Contract | However, one of these appears to be facing an upcoming lawsuit according to a decision made by a Delaware court. Seth A. Goldberg The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. Finally, one place to get all the court documents we need. 2019-11-01, Los Angeles County Superior Courts | Contract | Founded by Michael Auerbach and led by Chief Executive Officer, Leland Hensch, SCAC is dedicated to investing in radical companies whose core missions subvert the status quo. Last week, federal Judge Marsha Pechman sent an ominous signal regarding the enforceability of cannabis contracts by issuing an Order to Show Cause, in which the parties have to show why the court should not dismiss the case. By continuing to use this website, you agree to UniCourts General Disclaimer, Terms of Service, The state court inGreen Cross Medical Inc. v. Gallyreached a similar result but for a different reason. There have yet to be any real precedent-setting cases to establish the playing field. If federal courts are willing to find whole contracts unenforceable due to the illegality of cannabis, then it is difficult to imagine how much weight specific provisions within those contracts would have. For the second time in recent months, Delawares Chancery Court has ruled that shareholders can sue board members for breaching their duties in a de-SPAC deal. Cancellation and Refund Policy, Privacy Policy, and Jay-Z has long been involved in the marijuana space. Left Coast Under the terms of the LCV Agreement, upon closing of the LCV Transaction the Left Coast Ventures shareholders will receive aggregate consideration of approximately $142.2 million (subject to certain adjustments and holdbacks) less the Sisu Consideration (as defined below). This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SCACs current expectations regarding future events. 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. As such, cannabis businesses should invest in protecting their IP while remaining cognizant of certain courts and jurisdictions wariness of rewarding conduct that violates federal law. After the insurer denied the claim, arguing the contract was void because its insured could not have an "insurable interest" in federally illegal marijuana, the insured sued. (Reuters) - Johnson & Johnson agreed to pay about $1 billion to resolve the bulk of lawsuits claiming the company sold defective metal-on-metal hip implants that Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. Calivas plant-based solutions serve over 1 million customers and are designed to fit any lifestyle. On 12/14/2020 PLANT LIFE APOTHECARY LLC filed an Other lawsuit against LEFT COAST VENTURES, INC. (jua) (Entered: 12/06/2019). NOT FOR PUBLICATION UNITED STATES COURT OF APPEALS FILED NOV 27 2020 MOLLY C. DWYER, CLERK FOR THE NINTH CIRCUIT LEFT COAST VENTURES, INC., a Delaware corporation, No. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. The presentation is available under SCACs profile on www.sedar.com as well as their website www.subversivecapital.com. WebLeft Coast Ventures Aug 2020 - Present 2 years 9 months. Docket(#1) Clerks Notice to Filer re: Electronic Case. Seth A. Goldberg is a member ofDuane Morriss trial practice group. Frequently, the consumer (either alone or on behalf of a purported "class" of injured individuals) will claim the product suffers from some type of "defect." #13. Later, allegedly, he was fired because a drug test detected THC in his system. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. A lawsuit reveals an uglyand suddenbreakup between J.J. Smith and Tom Scott, who hired Smith as his first employee in 2007. Additionally, while the decisions of one federal district court certainly do not amount to precedent, the type of remedies sought appears to matter. Where the relief requested is a share in a marijuana business, courts have appeared wary to take up the case for fear awarding such relief itself could be a violation of federal law. In that case, a medical marijuana dispensary operator sued its landlord for breach of the lease agreement; the landlord argued the lease was illegal and was thus unenforceable. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. 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. (Compare this result to the one inGullickson, in which the party sought relief in the form of payment and the case was not dismissed.) Why is this public record being published online? This case, like the contract dispute cases discussed above, demonstrates legal obligations may not simply be ignored on the grounds they concern marijuana. A cannabis companys investors sued its private equity backers in Delaware, claiming Fireman Capital Partners LLC made an egregious, self-interested cash grab by diluting stock just before a blank check company acquired it and went into business with hip hop mogul Jay-Z. Its unclear, for example, whether Eazes argument in favor of arbitration would have fared as well as it did were the case heard in another jurisdiction. The proposed class action was filed Tuesday in Delaware Chancery Court by former common stockholders of Left Coast Ventures Inc., a cannabis company that spun off from Privateer Holdings Inc. Roadside-assistance startup Urgently has held talks to go public through a merger with Graf Acquisition Corp. IV (NYSE:GFOR). No further entries will be made on this case. Build a Morning News Digest: Easy, Custom Content, Free! Reprinted with permission ofmg Magazine. This dismissal would not be precedential, but it would send a strong signal about how federal courts will treat contracts concerning cannabis. 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. Pursuant to the terms of the definitive transaction agreement with respect to Caliva (the Caliva Agreement), SCAC will directly purchase each share of capital stock of Caliva owned by Canadian shareholders and, immediately thereafter, Caliva will merge with a newly-formed wholly-owned Delaware subsidiary of SCAC, with Caliva continuing as the surviving entity and becoming a wholly-owned subsidiary of SCAC (collectively, the Caliva Transaction). Phone Number (707) 757-7880. Fireman Capital reportedly made a crucial loan to Left Coast at a time when the company was making several deals to negotiate its complex SPAC disposal agreement with Subversive. The new companys brand strategy and marketing will be led by Jay Z and Roc Nation, leveraging unparalleled cultural influence of leading artists and entertainers to build the most valuable and scalable brand IP in cannabis, according to TPCO. DAVID N. OSEGUEDA, ET AL. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. View contact profiles from Left Coast Ventures Popular Searches Left Coast 2019-12-02, Los Angeles County Superior Courts | Contract | LEXIS 210736 (W.D. This certainly was not the first time contract enforceability between cannabis companies has come up. SCAC undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. No further entries will be made on this case. Below is a daily summary of links to the latest SPAC news and rumors gathered across the web. 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. 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. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | 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. San Francisco Bay Area General Counsel, VP Legal Left Coast Ventures Dec 2019 - Jan 2021 1 year 2 months.
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