Gardensensor, Inc v. Stanley Black & Decker, Inc

Filing 114

Order by Magistrate Judge Nathanael M. Cousins denying 105 Motion to Dismiss for Lack of Jurisdiction. (nclc2, COURT STAFF) (Filed on 9/19/2014)

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UNITED STATES DISTRICT COURT

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NORTHERN DISTRICT OF CALIFORNIA

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SAN FRANCISCO DIVISION

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GARDENSENSOR, INC., a Delaware

Case No. 12-cv-03922 NC

PLANTSENSE, INC., a Delaware

ORDER DENYING DEFENDANT’S
MOTION TO DISMISS FOR LACK
OF SUBJECT-MATTER
JURISDICTION

13 Corporation, formerly known as
14 Corporation,
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Plaintiff,
v.

Re: Dkt. No. 105

17 STANLEY BLACK & DECKER, INC., a
Delaware Corporation, formerly known as

18 BLACK & DECKER (U.S.), a Maryland
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Corporation,
Defendant.

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Pending before the Court is Black & Decker’s motion to dismiss this case with

23 prejudice under Federal Rules of Civil Procedure 12(b)(1) and 12(h)(3). Black & Decker
24 argues this Court lacks subject-matter jurisdiction because on March 1, 2014, Gardensensor
25 was declared a void corporation due to failure to pay taxes under Delaware law and thus
26 lost all powers conferred on it by law, including the capacity to sue. Dkt. No. 105. As a
27 result, Black & Decker claims “GardenSensor has lacked standing at all critical junctures
28 after March 1, 2014,” and “[t]his Court lacks jurisdiction to adjudicate the merits of this
Case No. 12-cv-03922 NC
ORDER DENYING MOTION TO
DISMISS

1 action.” Id.
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In response, Gardensensor submitted a Certificate for Renewal and a Certificate of

3 Good Standing issued by the State of Delaware, effective September 17, 2014. Dkt. Nos.
4 110 at 6; 110-2 at 2-3; 110-3 at 2. As Black & Decker concedes in its reply, Dkt. No. 113 at
5 1, “[u]nder Delaware law, where a corporation was voided but then renewed, it is as though
6 the corporation was never void, and the corporation regains all of its previous rights,
7 including capacity to sue.” Backyard Wrestling, Inc. v. Pro-Active Entm’t Grp., Inc., 398 F.
8 App’x 299, 300 (9th Cir. 2010) (citing Frederic G. Krapf & Son, Inc. v. Gorson, 243 A.2d
9 713, 714-15 (Del. 1968)). Accordingly, the Court DENIES Black & Decker’s motion to
10 dismiss as moot.
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IT IS SO ORDERED.

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Date: September 19, 2014

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_________________________
Nathanael M. Cousins
United States Magistrate Judge

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Case No. 12-cv-03922 NC
ORDER DENYING MOTION TO
DISMISS

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