Procraft Cabinetry, Inc. v. Sweet Home Kitchen & Bath, Inc.
Procraft Cabinetry, Inc. v. Sweet Home Kitchen & Bath, Inc.
Opinion of the Court
*737Pending before the Court is ProCraft Cabinetry, Inc.'s ("Procraft Cabinetry") Motion to Stay Pending Appeal (Doc. No. 368) and Motion to Expedite Determination of Plaintiff's Motion to Stay Pending Appeal (Doc. No. 370). Defendants have filed an opposition. (Doc. No. 372.) Procraft Cabinetry has filed its reply. (Doc. No. 373.) For the reasons stated below, the Court will deny the motions.
A. Factual Background
On September 24, 2018, the Court entered a Memorandum Opinion granting summary judgment to Qiang Huang ("Huang") and Min Hua Lin ("Lin"), two shareholders in Procraft Cabinetry, on Count Five of their Third Party Complaint, demanding that Sophia Chen, the remaining Procraft Cabinetry shareholder, direct Procraft Cabinetry to withdraw the instant lawsuit. (Doc. No. 362.) In granting summary judgment, the Court determined that (1) the "Shareholders' Agreement of Procraft Cabinetry, Inc. Company," entered into by Huang, Lin, and Chen, was valid and binding, giving Huang and Lin certain shareholders rights in Procraft Cabinetry; and, as a result, (2) Chen did not have authority to unilaterally direct Procraft Cabinetry to file the instant lawsuit. (Doc. No. 362 at 6-14.) Accordingly, the Court dismissed Procraft Cabinetry's complaint.
*738(Doc. No. 363.) Importantly, the Court's order also dissolved a previously entered temporary restraining order ("TRO") preventing Huang and Lin from exercising their rights as shareholders of Procraft Cabinetry to end the lawsuit. (Doc. No. 362 at 14-15.)
Shortly after, on October 1, 2018, Procraft Cabinetry filed a notice, appealing the Court's grant of summary judgment, dismissal of the action, and dissolution of the TRO. (Doc. No. 367.) Nine days later, on October, 10, 2018, Procraft Cabinetry filed the instant motion, seeking a stay of this Court's summary judgment and dismissal order. (Doc. No. 368.) At heart, Procraft Cabinetry seeks to stay dissolution of the TRO in order to maintain the corporation's status quo during the pendency of the appeal. (Doc. No. 368 at 3-4.) Having considered Procraft Cabinetry's stay motion, the response, the reply, and submissions, the Court finds that Procraft Cabinetry has not demonstrated that a stay is warranted.
B. Applicable Law
"A stay is an intrusion into the ordinary processes of administration and judicial review." Dodds v. United States Dep't of Educ.,
The Supreme Court has distilled the key legal principles regarding stays into consideration of four factors:
(1) whether the stay applicant has made a strong showing that he is likely to succeed on the merits;
(2) whether the applicant will be irreparably injured absent a stay;
(3) whether issuance of the stay will substantially injure the other parties interested in the proceeding; and
(4) where the public interest lies.
As to the first factor, according to the Supreme Court, it is not enough that the chance of success on the merits be "better than negligible," and "[m]ore than a mere possibility of relief is required." Nken,
By the same token, simply showing some "possibility of irreparable injury" fails to satisfy the second factor. Nken,
The third factor - the harm to the opposing party - requires the Court to balance the harm that the plaintiff will *740suffer in the absence of a stay against the harm defendants and third parties may incur. Corp. Express Office Prods. v. Warren, No. 01-2521-DBRE,
C. Application to Motion for Stay of Summary Judgment Order
First, Procraft Cabinetry has not demonstrated a strong likelihood of success on the merits. Procraft Cabinetry's argument on this prong of the test consists of three parts: (1) the Shareholders' Agreement is latently ambiguous; (2) the parties to the Shareholders' Agreement (Huang, Lin, and Chen) were mutually mistaken as to its purpose; and (3) Chen was authorized and bound by law to unilaterally direct Procraft Cabinetry to file the lawsuit. (Doc. No. 369 at 6-14.) Procraft Cabinetry asserts that, because the Shareholders' Agreement is latently ambiguous and the result of mutual mistake, the Court erred in failing to consider extraneous evidence to determine the intent of the parties. Further, Procraft Cabinetry argues that, even if the Shareholders' Agreement was valid and binding, Chen was authorized to unilaterally file the lawsuit in the execution of her fiduciary duties as President of Procraft Cabinetry. (Id. )
As an initial matter, Procraft Cabinetry never specifically argued that the Shareholders' Agreement was latently ambiguous before the Court, and, therefore, it is unlikely that this argument will be considered before the Sixth Circuit. See Thurman v. Yellow Freight Sys., Inc.,
The Court's opinion was written after careful consideration of the parties' briefing of the issues and a thorough review of relevant precedent. See, e.g., Consumer Fin. Prot. Bureau v. Harbour Portfolio Advisors, LLC, Case No. 16-14183,
Second, Procraft Cabinetry has not established irreparable injury absent a stay. Procraft Cabinetry argues that, without a stay, it will suffer irreparable harm because a shareholders' meeting, scheduled for October 16, 2018, will occur for the purpose of: (1) removing Chen as President of Procraft Cabinetry's President and replacing her with Lin; (2) terminating counsel for Procraft Cabinetry; (3) ceasing all interference with Huagn and Lin once they elect themselves as officers; and (4) demanding Chen's cooperation with Lin once he is elected President. Procraft Cabinetry contends that, once Lin and Huang are elected officers and counsel is replaced, the pending appeal before the Court of Appeals will be dismissed, leaving it no way to seek redress through a review of the Court's summary judgment order.
The loss of a right to appeal may constitute irreparable harm, however, here, Procraft Cabinetry has an adequate, alternative remedy at law, a derivative suit in Tennessee state court, and, indeed, it is currently actively pursuing that remedy. (See Doc. No. 372-1.) In fact, Procraft Cabinetry is seeking a restraining order from the Tennessee state court to prevent Huang and Lin from acting at the October 16th shareholders' meeting. (See Doc. No. 372-2.) If Procraft Cabinetry is successful, it will be granted the exact relief it seeks: enjoinment of Huang and Lin's shareholder rights, preservation of the status quo, and continued prosecution of its appeal before the Sixth Circuit. Therefore, because there is an adequate remedy at law, and Procraft Cabinetry is currently pursuing that remedy, it cannot demonstrate irreparable injury absent a stay. See Becton v. Thomas,
Third, the Court considers the harm that the plaintiff will suffer in the absence of a stay against the harm defendants and third parties may incur. Procraft Cabinetry argues that Huang and Lin will not be harmed because (1) there will only be a negligible and "short-lived" delay on appeal and (2) the stay will prevent Lin and Huang from breaching their fiduciary duties, if any, to Procraft Cabinetry. (Doc. No. 369 at 15.) The Court is not persuaded by either of these contentions. As to the first point, any further delay prejudices Lin and Huang. The restraining order prohibiting them from exercising their shareholder rights was pending for over nine months before the Court's summary judgment order. It is impossible to predict how long the Court of Appeals may take to resolve this matter. See Phoenix Global Ventures, LLC,
*742Finally, in regard to the public interest, the Court looks to how the stay will affect the people of Tennessee. The Court is of the opinion that the people of Tennessee have a strong public policy interest in the favor of upholding contracts. See e.g., Chao v. Hosp. Staffing Servs., Inc.,
On balance, the Court finds that Procraft Cabinetry has failed to meet its "heavy burden of demonstrating that a stay is warranted. While [Procraft Cabinetry] did assert some problems [it] identif[ies] in the district court's legal conclusions, [the Court] ... cannot say that [Procraft Cabinetry] ha[s] carried [its] burden to make a "strong showing that it is likely to succeed on the merits." Husted,
D. Conclusion
For the foregoing reasons, Procraft Cabinetry's Motion to Expedite and Motion to Stay Pending Appeal (Doc. Nos. 368, 370) will be denied. The Clerk of Court will be directed to forward a copy of this Order to the Clerk of the United States Court of Appeals for the Sixth Circuit in connection with Court of Appeals Case Number 18-6053.
An appropriate order will enter.
There is substantial overlap between these and the factors governing preliminary injunctions. Nken,
"When considering success on the merits and irreparable harm, courts cannot dispense with the required showing of one simply because there is a strong likelihood of the other." Nken,
Reference
- Full Case Name
- PROCRAFT CABINETRY, INC. v. SWEET HOME KITCHEN AND BATH, INC.
- Cited By
- 3 cases
- Status
- Published