Denoual v. Denmay, Inc. et al

Filing 63

ORDER FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE. Signed by Judge Nathanael Cousins on 12/19/2018. (lmh, COURT STAFF) (Filed on 12/19/2018)

1 Lawrence G. Townsend SBN 88184
L/O LAWRENCE G. TOWNSEND
2 455 Market Street, Suite 1910
San Francisco, CA 94105
3 Tel.: [phone]
Fax: [phone]
4 Email: [e-mail]
5 Robert H. Staley SBN 122101
EPSTEIN, ENGLERT, STALEY & COFFEY
6 425 California Street, Suite 2000
San Francisco, CA 94104
7 Tel.: [phone]
Fax: [phone]
8 Email: [e-mail]
9 Attorneys for Plaintiff Counterdefendant
THIERRY DENOUAL, Plaintiff BORN TO PLAY
10 S.A.R.L., Third-Party Defendants BLUE ORANGE
EDITION S.A.R.L. and SOAZIG DENOUAL
11
UNITED STATES DISTRICT COURT
12
NORTHERN DISTRICT OF CALIFORNIA
13
SAN JOSE DIVISION
14
THIERRY DENOUAL, an individual, and
Case No. 5:18-cv-02562-NC
15 BORN TO PLAY S.A.R.L., a French limited
liability company,
STIPULATION AND ORDER FOR
DISMISSAL OF ALL CLAIMS WITH
16
Plaintiffs,
PREJUDICE
17
v.
Judge:
Hon. Nathanael Cousins
18
DENMAY, INC., a California corporation, and Trial Date: November 25, 2019
19 JULIEN MAYOT, an individual,,
20

Defendants.

21
22
23
24
25
26
27
28

DENMAY, INC., a California Corporation,
Counterclaimant and Third-Party
Plaintiff,
v.
THIERRY DENOUAL, an individual,
Counterdefendant,
And
BLUE ORANGE EDITION, a French limited
liability company, and SOAZIG DENOUAL,
an individual,
Third-Party Defendants.
STIPULATION AND ORDER FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE

CASE NO.
5:18-CV02562-NC

1
2
3
4

STIPULATION FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE
WHEREAS, Plaintiff and Counterdefendant Thierry Denoual (“Denoual”), Plaintiff Born

5 to Play S.A.R.L. (“Born to Play,” and together with Denoual, “Plaintiffs”), Defendant and
6 Counterclaimant Denmay, Inc. (“Denmay”), Defendant Julien Mayot (“Mayot,” and together with
7 Denmay, “Defendants”), and third-party defendants Blue Orange Edition and Soazig Denoual (the
8 “Third-Party Defendants,” and with Plaintiffs and Defendants, the “Parties”) have entered into a
9 Stock Purchase Agreement (“SPA”) and related agreements (with the SPA, the “Transaction
10 Agreements”) providing for, among other things, the dismissal with prejudice of all pending
11 claims, counterclaims, and third-party claims in this litigation;
12

WHEREAS, on August 31, 2018, Denmay filed an Amended Counterclaim and Third-

13 Party Complaint;
14

WHEREAS, on September 10, 2018, Plaintiffs filed their Verified Second Amended

15 Complaint;
16

WHEREAS, the Verified Second Amended Complaint included derivative claims brought

17 solely by Plaintiff Born to Play purportedly on behalf of Denmay;
18

WHEREAS, pursuant to the SPA, Born to Play has become the sole shareholder of

19 Denmay;
20

NOW, THEREFORE, the Parties, by and through their respective counsel, hereby stipulate

21 to, and ask the Court to approve, the following:
22

1.

Pursuant to Rule 23.1(c) of the Federal Rules of Civil Procedure, this Stipulation

23 shall constitute notice to Born to Play, the sole shareholder of Denmay, for the dismissal of the
24 derivative claims raised in Plaintiff Born to Play’s Verified Second Amended Complaint;
25

2.

Plaintiffs’ Verified Second Amended Complaint is dismissed with prejudice; and,

26 //
27 //
28
-2STIPULATION AND ORDER FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE

CASE NO.
5:18-CV02562-NC

1

3.

Denmay’s Amended Counterclaim and Third-Party Complaint is dismissed with

2 prejudice.
3 Dated: December 14, 2018

LAW OFFICES OF LAWRENCE G.
TOWNSEND

4
By: /s/ Lawrence G. Townsend
Lawrence G. Townsend

5
6

-and7
EPSTEIN, ENGLERT, STALEY &
COFFEY
Robert H. Staley

8
9

Attorneys for Plaintiff and Counterdefendant
THIERRY DENOUAL, Plaintiff BORN TO
PLAY S.A.R.L., and Third-Party Defendants
BLUE ORANGE EDITION, S.A.R.L. and
SOAZIG DENOUAL

10
11
12

Dated: December 14, 2018

13
14

By: /s/ Richard S. Horvath, Jr.
RICHARD S. HORVATH, JR.
Attorneys for Defendant
JULIEN MAYOT, an individual

15
16
17

ALLEN MATKINS LECK GAMBLE
MALLORY & NATSIS LLP

Dated: December 14, 2018

ALTO LITIGATION, PC

18
19
20
21

By: /s/ Bahram Seyedin-Noor
Bahram Seyedin-Noor
Attorneys for Defendant/Counterclaimant
and Third-Party Plaintiff,
DENMAY, INC.

22
I, Lawrence G. Townsend, am the ECF user whose ID and password are being used to file
this Joint Stipulation and [Proposed] Order for Dismissal of All Claims with Prejudice. In
24 compliance with Civil Local Rule 5-1(i)(3), I hereby attest that concurrence in the filing of this
document has been obtained from the other signatories.
25
23

26

/s/ Lawrence G. Townsend
LAWRENCE G. TOWNSEND

27
28
-3STIPULATION AND ORDER FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE

CASE NO.
5:18-CV02562-NC

1
ORDER FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE

2

6
7
8
9
10
11

Pursuant to Rule 23.1(c) of the Federal Rules of Civil Procedure, the parties’

Stipulation for Dismissal of All Claims with Prejudice shall constitute notice to Born to Play
S.A.R.L., the sole shareholder of Denmay, Inc., for the dismissal of the derivative claims raised in
Plaintiff Born to Play’s Verified Second Amended Complaint;
2.

The Verified Second Amended Complaint of Plaintiffs Thierry Denoual and Born

to Play S.A.R.L. is dismissed with prejudice; and.
3.

The Amended Counterclaim and Third-Party Complaint of Defendant and

Counterclaimant Denmay, Inc. is dismissed with prejudice.

14
15

S

RT

17

____________________________________
HON. NATHANAEL COUSINS
UNITED STATES MAGISTRATE JUDGE
NTED

GRA

NO

16

DATED: December 19, 2018

UNIT
ED

13

RT
U
O

12

S DISTRICT
TE
C
TA

thanael
Judge Na

18
19

s

A

H

ER

M. Cousin

R NIA

5

1.

FO

4

Pursuant to stipulation, IT IS SO ORDERED:

LI

3

N

F
D IS T IC T O
R

C

20
21
22
23
24
25
26
27
28
-4STIPULATION AND ORDER FOR DISMISSAL OF ALL CLAIMS WITH PREJUDICE

CASE NO.
5:18-CV02562-NC