Cannabis plants grow in the greenhouse at the MG Health Ltd. growing facility in the South African country of Lesotho. 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. - Daniel Neukomm, CEO of La Jolla Group U.S. COURT OF APPEALS 19-35952 D.C. No. On 12/05/2019 Infinity Global Consulting Group, Inc filed a Contract - Security lawsuit against Left Coast Ventures, Inc. Docket Entry: Order of Dismissal; Book/Page: 32576:3524; Event Type: Event; Comments: WITH PREJUDICE Parties: Left Coast Ventures Inc. Docket Entry: Stipulation for Dismissal; Event Type: Event, Docket Entry: Order:; Event Type: Event; Comments: GRANTING RESPONDENT LEFT COAST VENTURES, INC. S MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, Docket Entry: Motion for Extension of Time; Event Type: Event; Comments: Parties: Colleen Lynn Smeryage; Plant Life Apothecary LLC; Kohen Elad; Duchman Dovid, Docket Entry: Order:; Event Type: Event; Comments: GRANTING MOTION TO ENFORCE SUBPOENAS AND TO COMPEL PRODUCTION OF DOCUMENTS, Docket Entry: Notice:; Event Type: Event; Comments: RE-DISCOVERY DEADLINE IN WASHINGTON ACTION, Hearing Info; Description: Motion Calendar; Hearing Code: MOTCAL; Hearing Time: 9:30AM, Docket Entry: Motion Calendar; Event Type: Hearing; Comments: RESPONDENT'S MOTION FOR STATUS CONFERENCE, Docket Entry: Notice of Hearing-; Event Type: Event; Comments: 05/04/2021, Docket Entry: Response to Motion; Event Type: Event; Comments: TO QUASH FOR PROTECTIVE ORDER REGARDING SUBPOENAS SERVED NON-PARTIES, Docket Entry: Order:; Event Type: Event; Comments: GRANTING VERIFIED MOTION TO APPEAR PRO HAC VICE. up to approximately 3.9 million additional SCAC Common Shares (subject to certain reductions on account of the Private Placement, the Caliva Earnout Shares) if the aggregate consolidated cash of SCAC, at closing, net of short term indebtedness, is less than $225.0 million, in which case a proportionate number of Caliva Earnout Shares would become payable based on whether The Parent Company raises cash proceeds to cover such shortfall in the 12 months following closing and whether the weighted average price per share for any equity securities used to raise such cash proceeds is below $10.00 per share. For more information visit caliva.com or follow along on Instagram, @GoCaliva. 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. However, it does draw some attention for the company at a critical time in its five-year history. 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). Tilray Says Fla. Grower's Suit Is 'Improper' And 'Absurd' Roc Nation works in every aspect of modern entertainment, with recording artists, producers, songwriters, and more. However, planning ahead by incorporating some of the tips set forth aboveespecially those relating to internal practices and procedures concerning federal and state regulatory compliancecould reduce the time and expense of a cannabis-related civil action. Operating Status Active. 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. 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. The SCAC Notes will contain customary events of default and covenants restricting SCAC from incurring additional indebtedness or granting security without the prior approval of the holders of the majority of the principal amount of the SCAC Notes. The brands we build will pave a new path forward for a legacy rooted in equity, access, and justice. Another trademark case recently decided in federal court further illustrates the branding complications posed by the treatment of marijuana under federal law. Ecarx is working with an adviser to explore a deal that could value the combined entity at about $4 billion. The cannabis industry is sure to continue to experience a growing number of commercial lawsuits. In the world of civil litigation involving the very young cannabis industry, the laws are still developing, so there are unknowns. For more information, visit www.subversivecapital.com. Seth A. Goldberg 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. The case, Left Coast Ventures, Inc. v. Bills Nursery, Inc. (case no. 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)]." 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. Cancellation and Refund Policy, Privacy Policy, and 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. (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 The machine also features a drone onboard that can be launched while driving. (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.) 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. Because that claim challenges the fairness of the merger, it is direct.. Reprinted with permission ofmg Magazine. Partnership disputes can be particularly contentious in the cannabis industry. Generally, the longstanding Erie doctrine provides that federal courts follow state substantive law, so contract issues are dictated by state law. While most of the product liability and consumer fraud litigation has taken place in the hemp industry, the marijuana market has not been entirely immune. Calivas commitment to compliance and quality reinforce its position as THE MOST TRUSTED NAME IN CANNABIS. The court ruled that even though the contracts object was marijuana and the contract was thus void and unenforceable, it had still beenformed. WebLeft Coast sued Bill's Nursery in July 2019, claiming it had acquired the option to buy the nursery from Privateer once it had become licensed. The Parent Company, Formerly Subversive Capital Acquisition Corp., has Completed its Qualifying Transaction and is Now the Largest Vertically Integrated Cannabis Operation in California Shawn "JAY-Z" Carter, Chief Visionary Officer of The Parent Company, Leads Brand Strategy and The Parent Company Social Equity Ventures, a Corporate 2:18-CV-01434-RAJ, 2019 WL 4058970, at *2 (W.D. Left Coast claims that Bills Nursery reneged on the agreement and filed suit. #13. WebCounsel information for Left Coast Ventures Inc., EKO Holdings LLC, Brett Cummings, Hugo and Debra Saavedra, and Equitable Transitions Inc. was not immediately available. 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. Although Kiva Health initiated the lawsuit, KBI countered with its own claims, among them that KIVA Healths registered trademark should be canceled and, under the federal Lanham Act, KIVA Health actually infringed KBIs marks, which had been used before KIVA Healths. If you do not agree with these terms, then do not use our website and/or services. PLANT LIFE APOTHECARY LLC ET AL VS LEFT COAST JMLStern@duanemorris.com, preparing_resource_draining_lawsuits_civil_litigation_expensive_0420.html. Plaintiff, John Joseph Smith, individually and on behalf of entities he controls, alleges that Defendants, Thomas M. Scott, CA Ventures, LLC, and a number of other related entities formed by Scott and CA VenturesCA Ventures (the Subsidiary LLCs), terminated him from his employment with CA Ventures without cause, but nevertheless stripped him 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. U S MERCHANTS FINANCIAL GROUP INC VS TRIMAX CORPORATION ET A. Under the terms of the Sisu Agreement, upon closing of the Sisu Transaction the Sisu members will receive aggregate consideration of approximately $76.3 million of consideration (subject to certain adjustments and holdback, the Sisu Consideration). Jay-Z backed cannabis company faces lawsuit following court WebThe plaintiffs, former Left Coast stockholders and optionholders, challenged the fairness of the merger in a March 2021 lawsuit, alleging that defendants Fireman Capital Partners LLC (Fireman Capital), Fireman Capital Partners III, L.P. (Fireman Capital III, and together with Fireman Capital, Fireman), Bassler Co Corp. (Bassler), Crocket This dismissal would not be precedential, but it would send a strong signal about how federal courts will treat contracts concerning cannabis. Subversive Capital Sponsor LLC (the Sponsor) has agreed to potentially forfeiting up to approximately 5.7 million SCAC Common Shares (subject to certain reductions), whereby one-third of such SCAC Common Shares will cease to be subject to forfeiture if the VWAP of SCAC Common Shares reaches $13.00, $17.00 and $21.00, respectively, within three years of closing of the Transaction. 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. JMLStern@duanemorris.com, By Seth A. Goldbergand Justin M. L. Stern, Seth A. Goldberg 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. That said, it is still a good idea to include provisions in contracts acknowledging the federal illegality of cannabis, including a covenant that the parties agree not to raise the argument of enforceability in litigation. Another Federal Court Abstains From Hearing A Cannabis Dispute Ultimately, the court granted a permanent injunction in favor of Tapatio, though that ruling was predicated on the defendants default in the litigation. Password (at least 8 characters required). InSnyder v. Green Roads, a CBD products manufacturer was sued in federal court in a proposed class action for allegedly selling infused gummies, tea, and oil with concentrations of CBD different from the amount advertised. This case was filed in Miami Dade County Courts, Miami LLC v. Atain Specialty Insurance Co.concerned enforcement of an insurance contract where the insured product was marijuana. However, on the latter, this may go only so far. 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. DELAWARE Pursuant to the terms of the Sisu Agreement, the transaction will be structured as a merger of a newly-formed wholly-owned subsidiary of Left Coast Ventures with and into Sisu, with Sisu continuing as the surviving entity. April closed out the month having priced just one SPAC IPO with Ares Acquisition Corp. IIs upsized $450 million offering. These acquisitions together constitute SCACs Disclaimer: The content of this website is provided for information purposes only. Left Coast Venture shareholders will receive consideration in the form of newly issued SCAC Common Shares, subject to exceptions for certain U.S. persons that will receive consideration in cash. Duane Morris LLP - Preparing for Resource-Draining The Parent Companys Board of Directors is expected to include: - Carol Bartz, former CEO of Yahoo and Autodesk As such, this may incentivize cannabis businesses to pursue trademark claims under state law, rather than federal, to avoid the result inKIVA. media@subversivecapital.com, Investor Relations Left Coast There have yet to be any real precedent-setting cases to establish the playing field. Click here to login, 2023, Portfolio Media, Inc. | About | Contact Us | Legal Jobs | Advertise with Law360 | Careers at Law360 | Terms | Privacy Policy | Cookie Settings | Help | Site Map, Enter your details below and select your area(s) of interest to stay ahead of the curve and receive Law360's daily newsletters, Email (NOTE: Free email domains not supported). Seth A. Goldberg is a member ofDuane Morriss trial practice group. SCAC is the largest SPAC in both cannabis and Canadian history and will seek to redefine the industry with a mission to both consolidate the California cannabis market and create an impactful global company. Cannabis Company Formed by SPAC, Jay-Z Reveals Legal Team (1) +1 215 979 1175 Justin M. L. Stern is a member of Duane Morriss trial practice group and the firms cannabis industry group. Phone Number (707) 757-7880. UniCourt uses cookies to improve your online experience, for more information please see our Privacy Policy. SAGoldberg@duanemorris.com, Justin M. L. Stern 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. InMann v. Gullickson, a company claimed it was due money under an agreement pursuant to which it provided consulting services to marijuana businesses. Such risks and uncertainties include, but are not limited to: failure to complete the Transaction or the Private Placement, inability to obtain requisite regulatory or shareholder approvals, changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading Risk Factors in the Investor Presentation dated November 24, 2020 which is available on SEDAR at www.sedar.com. Roc Nation, founded in 2008 by JAY-Z, has grown into the worlds preeminent entertainment company. Wholly owned, licensed, and/or distributed brands within the Left Coast Ventures portfolio include Marley Natural, Mind Your Head by Mickey Hart, Mirayo by Carlos Santana, JEF, SoulSpring, Provault, Chill, Headlight, Get Zen, New Frontier Brewing, and Yummi Karma/High Gorgeous. Smart car technology companyEcarx Co., whose backers includeZhejiang Geely Holding Group Co., is considering seeking a U.S. listing via a merger with a blank-check company. 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. And the best part of all, documents in their CrowdSourced Library are FREE! Finally, one place to get all the court documents we need. Berrin Noorata 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. 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. Investor Since. 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.. La Habra sued for $100 million for blocking Westridge Golf Club 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. Why is this public record being published online? Infinity Global Consulting Group, Inc. et al v. Left Coast 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.
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