Direct Benefits, LLC, et al v. TAC Financial Inc., et al.

Filing 75

Letter ORDER. Signed by Judge J. Frederick Motz on 6/20/14. (hmls, Deputy Clerk)

UNITED STATES DISTRICT COURT
DISTRICT OF MARYLAND
CHAMBERS OF

101 WEST LOMBARD STREET
BALTIMORE, MARYLAND 21201
[phone]
[phone] FAX

J. FREDERICK MOTZ
UNITED STATES DISTRICT JUDGE

June 20, 2014

MEMO TO COUNSEL RE: Direct Benefits, LLC, et al. v. TAC Financial, Inc., et al
Civil No. JFM-13-1185
Dear Counsel:
I have reviewed the memoranda filed in connection with plaintiff’s motion for leave to
amend the complaint and the motion of the Outside Directors to dismiss the second amended
complaint.
Plaintiff’s motion to amend is granted. However, the motion to dismiss filed by the
Outside Directors claims against them in the second amended complaint is granted. Plaintiff has
not alleged facts that would establish that the Outside Directors are liable under a “court control
liability” theory. Incidentally, I am not persuaded by plaintiff’s argument that Judge Russell did
not contemplate that the Outside Directors might file a motion to dismiss. Indeed, the reference
in his letter to deadlines under the Federal Rules and Local Rules suggest that he contemplated
that a motion to dismiss would be filed.
The effect of my rulings is to reinstate Andrew Gellene’s claim for reimbursement of
business expenses because he not alleges that the expenses were reasonable.
Despite the informal nature of this letter, it should be flagged as an opinion and docketed
as an order.
Very truly yours,
/s/

J. Frederick Motz
United States District Judge