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United States District Court for the Southern District of New York
March 27, 2020, Decided; March 27, 2020, Filed
19 Civ. 6099 (ER)
OPINION & ORDER
This case concerns a foreign arbitral award entered in favor of EGI-VSR, LLC ("EGI"). On June 28, 2019, EGI petitioned this Court to recognize and enforce that award pursuant to the Inter-American Convention on International Commercial Arbitration of January 30, 1975 (the "Panama Convention") as incorporated by the Federal Arbitration Act ("FAA"), 9 U.S.C. § 301 et seq. The respondents—Richard Leslie Huber ("Richard"), Alexander Leslie Huber ("Alex"), Catrex Limitada ("Catrex"), and Dicrex Limitada ("Dicrex," and collectively the "Hubers")—have moved to dismiss the petition, arguing (1) that the Court lacks personal jurisdiction over three of the respondents, (2) that the award is unenforceable under specific provisions of the Panama Convention, and (3) that the petition [*2] is time-barred. Although the Court disagrees with the Hubers' first and second positions, it finds that the petition is time-barred and, accordingly, GRANTS the motion to dismiss.
In 1999, Juan and Jorge Coderch, two Chilean businessmen, secured an investment from Richard Huber, a New York resident, to help kickstart Viña San Rafael ("VSR"), a boutique Chilean winery. Resp'ts' Mem. Supp. Mot. Dismiss 4-5, Doc. 14 (hereinafter "Resp'ts' Mem. MD"). In 2001, Alex Huber—Richard's son and a U.S. citizen living in Chile—joined VSR, where he served as CFO and helped to raise capital for the company. Id. at 5; Alexander L. Huber Decl. ¶¶ 10-13, Doc. 17 (hereinafter "A.H. Decl."). In 2002, while VSR was still relatively young, Richard became familiar with Sam Zell, the founder of EGI—a limited liability company incorporated in Delaware with a principal place of business in Chicago, Illinois. After learning of VSR, Zell purportedly asked Richard about investing in the company. Pet. to Recognize and Enforce Foreign Arbitral Award ¶ 1, 5, Doc. 1 (hereinafter "Pet."). Although the Hubers claim to have played no role in negotiating EGI's eventual investment, Richard did introduce Zell to Juan [*3] Coderch, the two of whom negotiated over several months in 2005. Id. ¶ 5.
On October 19, 2005, EGI purchased 4,240,000 preferred shares of VSR's stock, making it a minority shareholder of VSR. Id. ¶ 11. Over time, EGI purchased a total of 7,544,449 shares of VSR, representing an investment of approximately $17 million. Alex and Richard, on the other hand, claim that they collectively owned less than 18% of VSR's total common shares, never held more than one seat on the Board of Directors, and never had any control over Board or management decisions. Resp'ts' Mem. MD 5-6. In 2008, Alex and Richard transferred ownership of their shares to Catrex and Dicrex, respectively, id. at 5, both of which are limited liability partnerships formed under Chilean law for the sole purpose of holding the Hubers' shares in VSR, id. at 4, 17.
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2020 U.S. Dist. LEXIS 54405 *; 2020 WL 1489790
EGI-VSR, LLC, Petitioner, - against - RICHARD LESLIE HUBER, ALEXANDER LESLIE HUBER, CATREX LIMITADA, and DICREX LIMITADA, Respondents.
Subsequent History: Appeal terminated Egi-Vsr v. Huber, 2020 U.S. App. LEXIS 23235 (2d Cir., June 11, 2020)
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