left coast ventures lawsuit

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.. Subversive Capital Acquisition Corp., the Largest Implementing QC and compliance policies, including strict adherence to safety standards and required testing protocols, can mitigate the risk of selling products that do not comply with the law or reflect whats stated on the package or label. 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. 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 Judith Schvimmer - General Counsel, Corporate Secretary - LinkedIn Some of the most high-profile cannabis legal proceedings to date have involved enforcement actions by federal and state government agencies, such as the Internal Revenue Service and state licensing bodies. The court ruled that even though the contracts object was marijuana and the contract was thus void and unenforceable, it had still beenformed. No further entries will be made on this case. 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. A developer sued the city of La Habra for more than $100 million last week for blocking the conversion of an unprofitable golf course into a 443-home housing and 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." And the best part of all, documents in their CrowdSourced Library are FREE! 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. This matter is before the Court on Defendant's Motion to Dismiss Plaintiff's First Amended Complaint. Plaintiffs have successfully alleged [that] an improper side transaction intertwined with the merger rendered the merger itself unfair, Zurn wrote. Holding. 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. 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. The plaintiff countered that because the object of the agreement was marijuana (illegal under federal law), no contract was formed. (jua) (Entered: 12/06/2019), Miami Dade County Courts | Other | InKenney v. Helix TCS, the plaintiff sued his employer (Helix), a company that provides security services to businesses in the marijuana industry. DocketDocket Entry: Order of Dismissal; Book/Page: 32576:3524; Event Type: Event; Comments: WITH PREJUDICE Parties: Left Coast Ventures Inc. DocketDocket Entry: Stipulation for Dismissal; Event Type: Event, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING RESPONDENT LEFT COAST VENTURES, INC. S MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Motion for Extension of Time; Event Type: Event; Comments: Parties: Colleen Lynn Smeryage; Plant Life Apothecary LLC; Kohen Elad; Duchman Dovid, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, DocketDocket Entry: Notice:; Event Type: Event; Comments: RE-DISCOVERY DEADLINE IN WASHINGTON ACTION, HearingHearing Info; Description: Motion Calendar; Hearing Code: MOTCAL; Hearing Time: 9:30AM, DocketDocket Entry: Motion Calendar; Event Type: Hearing; Comments: RESPONDENT'S MOTION FOR STATUS CONFERENCE, DocketDocket Entry: Notice of Hearing-; Event Type: Event; Comments: 05/04/2021, DocketDocket Entry: Response to Motion; Event Type: Event; Comments: TO QUASH FOR PROTECTIVE ORDER REGARDING SUBPOENAS SERVED NON-PARTIES, DocketDocket Entry: Order:; Event Type: Event; Comments: GRANTING VERIFIED MOTION TO APPEAR PRO HAC VICE. 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. 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). Given this reality, making compliance a pillar of a companys business plan can help mitigate the risk of costly litigation. Left Coast claims that Bills Nursery reneged on the agreement and filed suit. In the nascent industry where licenses are highly coveted and hard to come by, individuals and businesses have been willing to invest in litigation as a means of securing their proverbial piece of the pie. The Latest SPAC News and Rumors: March 2, 2022. For instance, inEllis v. RK Endeavor, a truck driver claimed he purchased a bottle of CBD oil that, unbeknownst to him, actually contained THC. Toking Times combines subject matter expertise and a passion for cannabis culture to bring you breaking marijuana news and updates on marijuana policy reform (medical and non-medical) in the United States and at a state-level. The securities have not been and will not be registered under the United States Securities Act of 1933. 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. Finally, one place to get all the court documents we need. 2:19-cv-01297), revolves around defendant Bills Nursery, Inc. (Bills Nursery) alleged breach of an option agreement whereby plaintiff Left Coast Ventures (Left Coast) allegedly had an option to purchase Bills Nursery. 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)]." SAGoldberg@duanemorris.com, Justin M. L. Stern Pursuant to the terms of the definitive transaction agreement (the OG Enterprises Agreement) with respect to OG Enterprises Branding, Inc. (OG Enterprises), Caliva will acquire the remaining 50% interest in OG Enterprises, which is currently 50% owned by Caliva and 50% owned by an affiliate of Shawn JAY-Z Carter, by merging such entity with and into Caliva (the OG Enterprises Transaction), with Caliva continuing as the surviving entity. 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. Already a subscriber? Jay-Z has long been involved in the marijuana space. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond SCACs control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. 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. Some consumers have used the hazy federal regulatory landscape to their advantage, filing putative class actions against a number of CBD product manufacturers including Charlottes Web and CV Sciences, arguing the companies sale of CBD-infused ingestible products (such as dietary supplements and gummies) is simply illegal under the Federal Food, Drug, and Cosmetic Act, echoing the position taken by the U.S. Food & Drug Administration in recent warning letters. By Seth A. Goldberg and Justin M. L. Stern Headquarters Regions San Francisco Bay Area, West Coast, Western US. Caliva shareholders will receive consideration in the form of newly issued common shares in the capital of SCAC (SCAC Common Shares), subject to exceptions for certain U.S. persons that will receive consideration in cash. Earlier this week, Vice-Chancellor Morgan Zurn refused to dismiss a lawsuit by shareholders of Left Coast Ventures. View contact profiles from Left Coast Ventures Popular Searches Left Coast 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. To embed, copy and paste the code into your website or blog: Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra: [Ongoing] Read Latest COVID-19 Guidance, All Aspects, [Hot Topic] Environmental, Social & Governance. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. KIVA Health Brands v. KIVA Brandsinvolved a dispute over rights to the name "KIVA" between a health foods company (Kiva Health) and a marijuana-infused edibles company (Kiva Brands, or KBI). Left Coast Ventures is headquartered in Sonora, California. If you do not agree with these terms, then do not use our website and/or services. They also normally involve novel questions of statutory and constitutional interpretation. Left Coast Sisu members will receive consideration in the form of $15.0 million in cash and the remainder in newly issued SCAC Common Shares, subject to exceptions for certain U.S. persons that will receive consideration in cash. Finally, its also a good idea for companies operating in the cannabis spacelike those in any other consumer-facing industryto maintain adequate lines of product liability insurance to help mitigate the costs of expensive litigation in the event a lawsuit develops. J&J agrees to pay about $1 billion to resolve hip implant lawsuits C19-1297 MJP, 2019 U.S. Dist. There have yet to be any real precedent-setting cases to establish the playing field. In fact, his appreciation for the industry has led him to be a staunch supporter of companies whose businesses are based on the plant. ET AL, GREEN LEAGUE VENTURES LLC ET AL VS PRIVATEER HOLDINGS INC ET. The state court inGreen Cross Medical Inc. v. Gallyreached a similar result but for a different reason. - Daniel Neukomm, CEO of La Jolla Group 2021-01-08. Also unique to the realm of trademarks is products for which trademark protection are sought must be lawful under federal law. In addition, the Left Coast Venture shareholders may receive up to approximately 3.9 million additional SCAC Common Shares 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). - Michael Auerbach, Founder and Chairman of SCAC. Over the initial three year term, of the Roc Nation agreement, The Parent Company will pay to SC Branding, LLC the following consideration in SCAC Common Shares: (i) $25 million payable following commencement of the term; (ii) $7.5 million payable in respect of the second year of the term; and (iii) $7.5 million payable in respect of the third year of the term. Investor Name. Headquartered in Santa Rosa, CA, Left Coast Ventures is a diversified cannabis and hemp company specializing in cultivation, extraction, manufacturing, brand development, and distribution. Completion of the Transaction, which is expected in January 2021, remains subject to the satisfaction or waiver of certain customary conditions including, among other things, the requisite approval of the shareholders of Caliva and Left Coast Ventures, (b) the approval of the Exchange recognizing the Caliva Transaction and the LCV Transaction as SCACs qualifying acquisition and the listing of the SCAC Common Shares on the Exchange, (c) a final receipt for the prospectus having been issued by or on behalf of the securities authorities, (d) no law or order (other than U.S. federal cannabis laws) having been enacted, issued, promulgated, enforced or entered that prohibits or restrains the consummation of the Caliva Transaction or the LCV Transaction, (e) the conversion of SCACs Class A restricted voting shares and Class B shares into SCAC Common Shares, (f) contemporaneous closing of the Caliva Transaction and the LCV Transaction, and (f) the waiting period under the HSR Act having expired or being terminated (which waiting period expired on November 16, 2020). Later, allegedly, he was fired because a drug test detected THC in his system. 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. SAGoldberg@duanemorris.com, Justin M. L. Stern Carlos Santana, Left Coast Partner mg Magazine. TheKIVAcase also demonstrates IP rights in the cannabis industryas in other consumer product marketscan be incredibly valuable. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST VENTURES, INC. Docket Entry: Order of Dismissal; Event Type: Judgment; Comments: WITH PREJUDICE. If you do not agree with these terms, then do not use our website and/or services. 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). 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. 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. Please see full Article below for more information. The court ultimately decided not to dismiss the suit but to abstain from deciding the issue because of the primacy of state law concerning the subject matter of the contract. Participants increasingly are engaged in civil litigation involving 1) consumer-oriented claims, such as product liability, personal injury, and consumer fraud; 2) commercial disagreements, such as claims for breach of contract in consulting agreements, insurance policies, or supply agreements; 3) partnership claims, such as disputes over ownership interests and performance payouts; 4) intellectual property claims, such as trademark infringement or trade secret/non-compete violations; and 5) employment-related claims, such as harassment, workers compensation, and wage-related claims. (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.) Mohammad Honarkars creditor seeks $195.5-million foreclosure Tilray Says Fla. Grower's Suit Is 'Improper' And 'Absurd' Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. The lawsuit concerns Left Coasts merger with Subversive Capital Acquisition Company, a special purpose acquisition company that acquired another cannabis company, Jay-Z affiliate Caliva, at around the same AI-powered legal analytics, workflow tools and premium legal & business news. 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. Agrify Corp., a Burlington, Mass.-based maker of indoor agricultural solutions for the cannabis and hemp industry, raised $54 million through an initial public offering in January that generated $750,000 in legal fees and expenses for the companys lawyers at Its a car engineered for Instagram likes and, fittingly, its ready to influence autonomously and at speed. But in consumer cases involving situations where agreements do control, such as in theEazecase, businesses should give serious thought not only to the content of dispute resolution provisions, but also to the choice of law or venue provisions. 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. Left Coast investors sue over financing amendments on eve of take These cases and others like them present several takeaways. ET AL VS TILRAY INC. SCAC has received private placement commitments of $36.5 million at a price of $10.00 per share issuable immediately prior to, and conditional on, completion of the Transaction (the Private Placement). - Leland Hensch, CEO of SCAC The Parent Company recorded a conference call with members of the executive management team to discuss this announcement. 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. Subversive Capital Acquisition Corp. Docket Entry: Order:; Event Type: Event; Comments: ON VERIFIED MOTION TO APPEAR PRO HAC VICE IS GRANTED. Quinn Emanuel Urquhart & Sullivan, LLP var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); | Attorney Advertising, Copyright var today = new Date(); var yyyy = today.getFullYear();document.write(yyyy + " "); JD Supra, LLC. Caliva is a leading single-state cannabis operator in California. 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. 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. In Left Coast Ventures, Inc. v. Bill's Nursery Inc., et al., No. Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. You have to know whats happening with clients, competitors, practice areas, and industries. Recently, the cannabis industryalbeit primarily in the hemp spacehas seen an uptick in product-liability-related and consumer-oriented cases. Seth A. Goldberg is a member ofDuane Morriss trial practice group. Roc Nation Sports was founded in 2013, bringing the organizations full-service touch to athletes across the NFL, NBA, MLB, and global soccer. PLEASE NOTE: A verification email will be sent to your address before you can access your trial. Founded in 2015, Calivas industry advantage comes from its vertical integration and direct-to-consumer platform. Common types of intellectual property (IP)-related disputes involve claims of patent infringement, copyright infringement, and trademark infringement. No further entries will be made on this case. These acquisitions together constitute SCACs Not surprisingly, commercial contract disputes represent a substantial portion of civil litigation in this country. Cancellation and Refund Policy, Privacy Policy, and The court Public Records Policy. 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. In contrast, when a party embarks on or is roped into civil litigation, the remedy sought almost always is money damages and the amount is almost always uncertain until it is determined by the judge or juryor between the parties in a settlement. VS HUGO SAAVEDRA, ET AL. Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. Explaining a federal court cannot grant a remedy that, in effect, mandates illegal conduct, the court dismissed the complaint. First, cannabis operators (cultivators, manufacturers, distributors, and retailers) and ancillary businesses who cater to them should take quality control (QC) seriously. Left Coast Ventures - Crunchbase Investor Profile & Investments While these types of lawsuits are common in most industries, because of the cannabis industrys youth and the unique federal and state regulatory issues involved, businesses or consumers bringing, maintaining, or defending a civil action may be in uncharted waters. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. However, one of these appears to be facing an upcoming lawsuit according to a decision made by a Delaware court. While we endeavor to keep our readers as updated as possible on the legality of cannabis by U.S. jurisdiction, we encourage you to check your local marijuana laws. 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. C19-1297 MJP, 2019 U.S. Dist. Reprinted with permission ofmg Magazine. U.S. COURT OF APPEALS 19-35952 D.C. No. 2:20-CV-05263 | 2020-06-12, U.S. Courts Of Appeals | Contract | DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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left coast ventures lawsuit

left coast ventures lawsuit