Hbouss v. Coca-Cola Enterprises, Inc.
Hbouss v. Coca-Cola Enterprises, Inc.
Opinion of the Court
SUMMARY ORDER
Plaintiffs-Appellants Ahmad Hbouss and AAAH Holdings, Inc. appeal from a judgment of the United States District Court for the Southern District of New York (Cote, J.) dismissing all four claims against defendants on a Rule 12(b)(6) motion to dismiss. The dismissal of the claims rested on the district court’s conclusions that AAAH did not have authority to
On appeal, appellants contest the dismissal of each of the four claims in the complaint. We review de novo a district court’s grant of a motion to dismiss under Rule 12(b)(6). E & L Consulting, Ltd. v. Doman Indus. Ltd., 472 F.3d 23, 28 (2d Cir. 2006).
Appellants contend that authorization is not required under Canadian bankruptcy law for AAAH Holdings, as a shareholder, to bring a derivative suit on behalf of Naya, the company in receivership. This interpretation of section 38 of the Canadian Bankruptcy and Insolvency Act (BIA),
Appellants next argue that the district court erred in dismissing the two claims brought by Hbouss, both on his own behalf and on behalf of Naya based on his status as a creditor of Naya, alleging breach of the implied covenant of good faith and fair dealing stemming from a 1999 settlement agreement among Naya, Hbouss, and Coca-Cola. “Implicit in all contracts is a covenant of good faith and fair dealing in the course of contract performance.” Dalton v. Educ. Testing Serv., 87 N.Y.2d 384,
Finally, appellants argue that the district court erred in dismissing the claim brought by AAAH Holdings seeking damages for diminution of share value resulting from Naya’s bankruptcy. Under New York law, “[a]n individual shareholder has no right to bring an action in his own name and in his own behalf for a wrong committed against the corporation, even though the particular wrong may have resulted in a depreciation or destruction of the value of his corporate stock.” Fifty States Mgmt. Corp. v. Niagara Permanent Sav. and Loan Ass’n, 58 A.D.2d 177, 179, 396 N.Y.S.2d 925 (N.Y.App. Div. 4th Dep’t 1977). Because AAAH Holdings does not have a claim in its own right, and all alleged harms stem from the wrongs to the corporation, there is no cognizable claim under New York law. The district court, therefore, properly dismissed the claim relating to the diminution in share value.
We have considered appellants’ remaining arguments and find them to be without merit. For the foregoing reasons, we AFFIRM the judgment of the District Court.
. Section 38 of the Canadian Bankruptcy and Insolvency Act provides:
Where a creditor requests the trustee to take any proceeding that in his opinion would be for the benefit of the estate of a bankrupt and the trustee refuses or neglects to take the proceeding, the creditor may obtain from the court an order authorizing him to take the proceedings in his own name and at his own expense and risk, on notice being given the other creditors of the contemplated proceeding, and on such terms and conditions as the court may direct.
Canada Bankruptcy and Insolvency Act, R.S.C. ch. B-3, s. 38 (1985).
. We have reviewed Liu v. Sung, 57 B.C.L.R. (2d) 299 (1991), submitted by Appellants following argument, but do not find that its ruling dictates a different result.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.