Javelin Global Commodities (UK) Ltd. v. Merida Natural Resources LLC

Filing 42

CONSENT JUDGMENT: IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that: Merida and its related parties, including Thomas M. Clarke, Clarke Investments, LLC, Blue Ridge Natural Resources, LLC, and VCLF Land Trust, Inc. (the Clarke Parties), an d each of their respective affiliates, employees, attorneys, agents, and representatives shall be as further set forth in this order.. The Court shall retain jurisdiction over this case until termination of this Consent Judgme nt for the purpose of resolving disputes arising under this Consent Judgment, entering orders modifying this Consent Judgment, or effectuating or enforcing compliance with the terms of this Consent Judgment. There being no just reaso n for delay, pursuant to Rule 54(b) of the Federal Rules of Civil Procedure, the Clerk is ordered to enter this Judgment forthwith and without further notice. The Clerk is directed to clos Dkt, No. 39 and to close this case. So ordered. Motions terminated: 39 JOINT MOTION to Approve Consent Judgment . filed by Javelin Global Commodities (UK) Ltd.. (Signed by Judge J. Paul Oetken on 4/1/2021) (js)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

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JAVELIN GLOBAL COMMODITIES (UK)
LTD,
Plaintiff,
v.
MERIDA NATURAL RESOURCES LLC,
Defendant.

Case No. 1:20-cv-08945-JPO

CONSENT JUDGMENT
Plaintiff Javelin Global Commodities (UK) Ltd (“Javelin”) having filed a Verified
Complaint [Doc 1] and Verified Amended Complaint [Doc 10] and Defendant Merida Natural
Resources LLC (“Merida”) having filed its Verified Answer [Doc 15] thereto; and upon the
allegations thereof and the documents attached thereto; and Defendant having (a) consented to the
Court’s jurisdiction over the Defendant and the subject matter of this action, (b) consented to entry
of this Judgment; (c) waived findings of fact and conclusions of law, and (d) waived any rights to
a jury trial and appeal from this Judgment:
The Parties have stipulated and agreed as follows:
A.

Under and pursuant to that certain Guaranty and Security Agreement dated June

28, 2019 (as the same has been amended through the date hereof, the “Security Agreement”)), 1 (a)

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Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the
Security Agreement (a copy of the Security Agreement is attached to the Complaint as Exhibit A [Doc 10-1]) and the
documents referenced therein.

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Merida granted Javelin a lien and security interest in the AMCI Conuma Periodic Payments, (b)
Javelin properly perfected that lien and security interest, and, therefore, (c) Javelin has valid,
perfected, and enforceable liens in the AMCI Conuma Periodic Payments and/or the proceeds
thereof, subject to the prior lien of Bay Point Capital Partners II, LP under the Amended and
Restated Loan and Security Agreement dated as of May 31, 2019.
B.

Under and pursuant to the Security Agreement, Merida granted Javelin an

irrevocable power of attorney and designated and appointed Javelin as its attorney-in-fact with
authority to take various actions designed to allow Javelin to protect its interest in the collateral
Merida granted to it, including, without limitation, the rights to (a) demand, collect, settle,
compromise and adjust, and give discharges and releases concerning the AMCI Conuma Periodic
Payments and (b) commence and prosecute any actions, including an arbitration action, each for
the purposes of collecting the AMCI Conuma Periodic Payments and enforcing any other right in
respect thereof.
C.

The irrevocable power of attorney granted under the Guaranty and Security

Agreement is valid and enforceable.
D.

Javelin properly exercised its power of attorney by (a) notifying Merida of the

existence and continuation of Events of Default under the Security Agreement and the exercise of
the power of attorney and (b) initiating the arbitration action against AMCI Euro-Holdings B.V.
on Merida’s behalf.
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED that:
1.

Merida and its related parties, including Thomas M. Clarke, Clarke Investments,

LLC, Blue Ridge Natural Resources, LLC, and VCLF Land Trust, Inc. (the “Clarke Parties”), and
each of their respective affiliates, employees, attorneys, agents, and representatives shall be
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permanently enjoined from (a) negotiating or otherwise communicating with AMCI EuroHoldings B.V. (or its successors or assignees), Bay Point Capital Partners II, LP (or its successors
or assignees) (“Bay Point”), the McCoy Entities, and the Canada Revenue Agency with respect to,
as the case may be, (1) the Conuma SPA, including, without limitation, the AMCI Conuma
Periodic Payments,

(2) the Bay Point Facility, including, without limitation, Defendant’s

obligations to Bay Point, (3) the McCoy Settlement Agreement, including, without limitation, the
McCoy Settlement Cash Proceeds and the McCoy Settlement Conuma Proceeds, and/or (4)
Defendant’s obligations to the Canada Revenue Agency, (b) compromising, settling, adjusting,
discharging, or otherwise altering or affecting (1) the Conuma SPA, including, without limitation,
the AMCI Conuma Periodic Payments and the payment thereof into the escrow agreement with
Bay Point and, upon payment of Bay Point in full, through this agreement, (2) the Bay Point
Facility, including, without limitation, Defendant’s obligations to Bay Point, (3) the McCoy
Settlement Agreement, including, without limitation, the McCoy Settlement Cash Proceeds and
the McCoy Settlement Conuma Proceeds, or any of their respective rights vis-à-vis AMCI, Bay
Point, and/or the McCoy Entities, and/or (4) Defendant’s obligations to the Canada Revenue
Agency and (c) selling, assigning, encumbering, or otherwise transferring its or their rights, claims,
or interests under the Conuma SPA, the Bay Point Facility, and the McCoy Settlement Agreement,
without the express written consent of Plaintiff, until all of the obligations to Plaintiff shall have
paid in full.
2.

The Court shall retain jurisdiction over this case until termination of this Consent

Judgment for the purpose of resolving disputes arising under this Consent Judgment, entering
orders modifying this Consent Judgment, or effectuating or enforcing compliance with the terms
of this Consent Judgment.
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3.

There being no just reason for delay, pursuant to Rule 54(b) of the Federal Rules

of Civil Procedure, the Clerk is ordered to enter this Judgment forthwith and without further notice.
DATED:

The Clerk is directed to close Dkt, No. 39 and to
close this case. So ordered.

April 1, 2021
New York, New York

____________________________________
_____ HON. J. PAUL OETKEN
United States District Judge

CONSENTS:

__________________________
Kevin W. Barrett
BAILEY & GLASSER LLP
209 Capitol Street
Charleston, WV 25301
-and-

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137 Betsy Brown Road
Port Chester, NY 10573
T: [phone]
F: [phone]
[e-mail]
Attorneys for the Plaintiff

_________________________
Timothy E. Dixon, Esquire
9801 Michaels Way
Ellicott City, Maryland 21042
[phone] (voice)
[phone] (fax)
[e-mail]
Counsel for the Defendant

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