Onemata Corp. v. Rahman

Onemata Corp. v. Rahman

Opinion

OMNIBUS ORDER GRANTING IN PART AND DENYING IN PART MOTIONS TO DISMISS CERTAIN COUNTERCLAIMS AND THIRD-PARTY CLAIMS

THIS CAUSE is before the Court upon Plaintiff Onemata Corporation and Third-Party Defendants William Smith and Enscicon Acquisitions II, LLC's Motion to Dismiss Certain Counterclaims and Third-Party Claims filed by Ashfaq Rahman for Failure to State a Claim upon which Relief can be Granted [DE 86] and Plaintiff Onemata Corporation and Third-Party Defendants William Smith and Enscicon Acquisitions II, LLC's Motion to Dismiss Certain Counterclaims and Third-Party Claims filed by Sabira Arefin for Failure to State a Claim upon which Relief can be Granted [DE 105]. The Court has carefully considered the Motions, Responses, and Replies. The Court held a hearing on the Motions on September 28, 2021. The Court is otherwise fully advised in the premises

I. Background

This action arises out of a sale of an information technology company, LocalBlox, Inc. ("LocalBlox") by LocalBlox founders Defendants/Counter-plaintiffs/Third-Party [*4]  Plaintiffs Sabira Arefin ("Arefin") and Ashfaq Rahman ("Rahman") to an entity called Enscicon Acquisition, LLC ("Enscicon") in December 2019. Enscicion merged into Plaintiff Onemata Corporation ("Onemata") on September 30, 2020.

Onemata brought suit against Defendants Arefin and Rahman on October 2, 2020. See [DE 1]. Onemata's Second Amended Verified Complaint, the operative pleading, was filed on March 31, 2021. See [DE 73]. Onemata alleges, among other things, that (1) Defendants failed to disclose the fact that LocalBlox was subject to various contractual liabilities and ongoing payment obligations; (2) Defendants failed to disclose that LocalBlox was engaged in the unauthorized and unlawful use of its customers' servers; (3) Defendants did not operate LocalBlox in the ordinary course of business leading up to closing and made a large distribution from LocalBlox to Arefin; (4) Defendants failed to disclose misrepresentations and irregularities in the financial statements of LocalBlox; and (5) Defendants misrepresented the ownership interest of minority owner Mark Grether¹ . See [DE 73] at ¶ 14. Onemata's claims against Defendants Arefin and Rahman are as follows: Count I: Fraudulent [*5]  Concealment; Count II: Fraudulent Misrepresentation; Count III: Fraudulent Inducement — Rescission of Employment Agreement (against Rahman); Count IV: Fraudulent Inducement — Rescission of Consulting Agreement (against Arefin); Count V: Breach of Contract — Stock Purchase Agreement; Count VI: Promissory Estoppel; Count VII: Unjust Enrichment; and Count VIII: Tortious Interference with Contractual Relations (against Rahman). See [DE 73].

On April 28, 2021, Rahman filed an Answer to Onemata's Second Amended Complaint, including Amended Counterclaims and Amended Third-Party Claims. See [DE 80]. Therein, Rahman asserts several counterclaims against Onemata, and third-party claims against Smith and Enscicion II, including fraudulent inducement (Counts I-IV), claims for nonpayment of the promissory notes (Counts V and VI), foreclosure of a security interest (Count VII), breach of the Employment Agreement with cause provision (Count VIII), breach of the Employment Agreement's without cause provision (Count IX), and breach of the Stock Purchase Agreement (Counts X and XI). See [DE 80].

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