Ochiagha v Onwuachu

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Ochiagha v Onwuachu 2012 NY Slip Op 32830(U) November 27, 2012 Sup Ct, New York County Docket Number: 103566/12 Judge: Saliann Scarpulla Republished from New York State Unified Court System's E-Courts Service. Search E-Courts (http://www.nycourts.gov/ecourts) for any additional information on this case. This opinion is uncorrected and not selected for official publication. [* 1] SUPREME COURT OF THE STATE OF NEW YORK - NEW YORK COUNTY PART 2? J I$' .+JL MOTION DATE +;-/ r-* I ' - v - /1. MOTION SEQ. NO. ~ r;41 ,/ 1 c_;L-~.I;csCyb f-T sl.L . -- MOTION CAL. NO. were read on this motion to/for The following papers, numbered 1 t o PAPERS NUMBERED Notice af Motion/ Order to Show Cause Answering Affidavits - Exhibits - Affidavits - ... __ ~- ---.- Replying Affidavits Cross-Motion: Exhibits 0 Yes I No Upon the foregoing papers, it is ordered that tkiww&iw / i [* 2] liidcs No.: 103566/J 2 1)EClSION ANI) ORDEIC I_ I:or Plainti Ilk: The Law Offjccs of' Albct-l Van-l ,iirc x0 Wall Street, 3 Floor New Yorlc, NY 10005 For I)c~cnd;in~s Efobi, Eze, Nwnr,jh, Anuforo R: Nduka: Madu, Edozic & Maclu, P.C. IS99 East Gunhill Road I3ronx, NY I0469 HON. SAl.1ANN SCAICP1JLI.A, J . : 1 [* 3] In this nctioii seeking, iiztt7r alicx, in-junctivc relicl , plaintiflfs Robert TJ. Ochiagha iii his capacity iis C hairman of Thc Peoples Club of Nigeria liitci-national ( Ll C Nl ) New Yorlc City Branch, Inc., i)r. liayi~iond Jkwuozo in his capacity a s Secretary Eiiicrit~is 1 of l l i c Peoplcs Cll~tb of Nigcria International ( PCNI ) New York City Branch, Jnc. and Paul Oiiyenagada, Member ( bplaiiitift s )move by order to show ca~rse the rclief set for forlh in their coinplaint. l eople s Club or Nigcria International ( PCNI ) is a non-prolit ititeriiatioiial organization with its main office in Nigeria, ami branch off?ces all ovcr thc world. Defciidaiit Fabian A . Onwuachu ( Onwuacl~u ~)PCNl s president. In 2005, PC NT is cstahlished a branch of its organization in New York ( PCNI-NY ). PCNI has ii cunstitution which, ~ ~ i o iother things, provides that a branch inay have its own local ig rules and regulatioris and bylaws for easy and smooth ruiining of thc branch activitics, but no provision ol such rulcs and regulations sliall dcrogatc from or bc repugnant to any of the provisions of the constitution. N o local rules and rcgulations shall supersede the constitutjon. 1 CNl-NY has its own hyliiws. In 2009, plaintiff Robert 1J. C)cliiagha ( Ochinglia ) wiis elccled cliairinnn of PCNI-NY, plaixiti KRaymond UkwLiozo was sccrclary, and plaintiff Pitill Onyenagada WBS a mcmber. By fettcr datcd June IS, 20 12, tlic IYNI Execulivc Cornmiltee inlbriiicd Ochiaglia that duc to his contiiiucd violalion ol thc I CNT constililtion, rules and regulations, he must suspend any clection of ol ficcrs at FC NI-NY until llic arrival o f 2 [* 4] certain delegates h i i i P CN I to rcsolvc nny c ~ flicts and issues. Ochiaghn ignored lhc n lettcr, and liclcl ;iii elcction on ,lune 23, 20 12. Ocliiaghn was re-elccted a s chaii-marl. On Jurie 30, 20 12, Onwirachtr wrote a Ic ttcr tu tlic plaintiffs inli7nning thcm that hey grossly tlisobcyd his dircclive. By Icller clated Jtrly 7, 20 12, (_)cliiaghainfoniicd (Ihwtracliu that Ihc: elcclioii \viis iiot i117 act ol disohcdiencc. As a result o f Ochiagha s fiiihrt: to abidc by the Executive Comniittcc s directive, plaintiffs werc siqxtided from PC NI-NY and II caretalter cotiiinittcc was clccted by tlie Jbccutivc C otiimittec on July 27, 20 12. The caretaler committce was compriscd of dchcfants Thus Eze as secretary, Morris Efoli as president, Chris Nworj ih, John Antdor-n and Solomon Nduka. Plaintiff$ then coiiiiiieiiced this action, allcging lhat ( I ) Onwuxbu did not have the autliority to stispenti the elcclions for FC NI-NY; (2) plaiiitilTs atteiiiptcd lo sctllo this iiiattcr with the defendants but dclendants did not respond; (3) plaintiffs were not given notice bclore tlicir suspcnsion; (4) Onwuachu did not have the authority to suspencl meiiibers o f PC NI-NY; alnd (5) Onwuxhu did not have thc authority to clect a caretakcr commi ttcc. 1)lain tiff s soit ght ii i[idgtiieiit dcciari ng that On\;~nachu 1 recogti ize tho inus PCNJ-NY s of ficcrs that wcre clectecl on .Imc 23, 2012 as tlic legitimate officers and that Ochiaglia is the cliaii-man ol PCNI-NY; ajuclgment declaring that the suspcnsion of C) cli i a gli a t id k wuo m was un c onst i tu ti onti1 and v o i CI ; ii n in-junction prohil~ i n g it Onwuachu atid othcr otlkers li.otn usurping tlic firnctions ol the clccted officers of I CN1- 7 3 [* 5] NY; and a rcstraiiit preventing the caretaker committcc fkxii acting as leaders or I'CNI-N Y. Plaintiffs now iiiove by order to show cause sceliiiig thc relicf set forth in thcir coinp1;iirit. 'l'hcy maintain that PCNI-NY has been unable to liinction effectively since their suspcnsion. On Septcinbcr 7, 20 12, at oral argument on the ordcr to show causc, this court limited the relicf sought on this order to show ciiiise to ail iii~jmctioii iiullifjing the election of thc caretnlccr coininittee. The court dirccled the parties to address only the issues ofjurisdiction and whether tlic busincss judgiiierit rule precludcs the court's intervention in this iiiatter. 'I'he court also dirccled the plnintifl's to i m v e the monies tlicy put in escrow fi-om Ncw Jersey to Ncw Yorlc. A forcign corporation inay be sul3jcct to pcrsonal jurisdiction imdcr New Yorlds long-arm slatute, CPLII $302, which authorizes the court to exercisc jurisdiction over non-doi?iiciliaries or their agciits for tort and contract claims arising from a dcfcndant's transaction of business in this state. C'I'LR $302(a)(1) is a "siiigle act" statute, and proof o r otic transaction i n New York is suffkient to invoke -jurisdiction, even though the defendant iievcr cnters New Y ork, a s long as the dclkiidant's activities hcre were piirposcfiil ;and thcrc is a substantial relationship betwccii the transaction and the chiin asscrled. S Fimgtww, I,[cL v. C'luxton, 160 h.D.2d 409, 4 11 ( I ' w ' Dcpt. 1990). In assessing long-ann jurisdiction, the court considcrs the totality oftlic circumstaiices. Set. MLdti-MohL Int'l v. Anglia N. Am., Inc.., 227 A.iI.2d 600 (2'"' rlcpt. 1996); Cirluwo v. GddooI'Iw k r n k < f b rs ~ .189 A.[).?d 747 (2'"' Dept. 1993). , 4 [* 6] Hcrc, by Iettcr chted June 15, 20 12, (hwuacliu iiiforined PCNJ-NY that it inust hold off 011 m y elcctions until issues in thc New York brnnch wcre resolved by dclegntcs from the hcadqiiarters who shall arrive USA soo11. Further, by lcttcr dated Jiriie 30, 20 12, Onwuacliu informcd 0chi;igIia that the clectioiis held at PC NI-NY on .Tunc 23, 20 I2 were clcclared null and void. Finally, by Iettcr dated .[uly 28, 20 12, C)nwuachu iiirorr-ued all membcrs of tTN1-NY that Ochiagha and LJI~WLIOZOwerc siispcncled indefinitely and that a caretalccr committee was appointed to oversee thc affairs of I CNI- NY for six months. The court liiids that thcse activities subject PCNT, through its agent Onw ~iach t c) the j 11 ris di c ti on c)f th i s co urt . On wu acli u s coin m iin ic at i ons a11d :tc li on s LL, I taken with respect to Ochiaglia and PC NT-NY werc purposefiil and there is a substantial relationship between those coininunications and actions and the claims asserted. Further, the business judgmciit rule prohibits Judicial inquiry into actions of corporate directors laken in good faith and in the exercisc of honcst jiidgiiieiit in the lawfirl and lcgilimate fiirthcrzincc OF corporate purposes. Az/erhnclz v. Bennett, 47 N.Y.2d 619, 629 (1979). As long as the corporation s directors have not breaclicd their iiiduciary obligation to the corporalion,the exercise of their powers for thc ~ ~ i n i n o t l aiid general intcrcsts of thc corporation inay not be questioned, although the results show that what they did was iiiiwise or inexpcdient. 1mrimhsJ~v 0 v. Fiflh Ave. Aprtmpnt I orp., 1 7 ~ 75 N.Y.2cl 530, 537-538 (N9O). Howcvcr, it perinits review of-improper decisions, as whcri the challenger deiiionstrates that the board s actioii has no lcgitiiiiate relalionship to 5 [* 7] the welhrc of the cooperative, deliberately singlcs out individuals for harmful trcatmeiit, is talceri willlorit riotice or considerntion ol'the rclcvant hcts, or is beyond the scopc of tlic board's authority." I~cvcrmJii,sliy One Fifili Ave. Apa.trwti/ ( K r p , 75 N.Y .2d 530, 540 v. ( 1990). At this point in tlic action, the court docs not find that the busincss judgiiicnt rulc prcclirdex ils intervciition because discovery has not yet been conductcd, and there arc illlegations of bad fiiith on tlic part ol' the chairman ol' t'CN[. Sec gemu.nllv 534 E. 1 1t1.r St. Hous. Dev.Fund C h p . v Heuzriipick, 935 N.Y.S.2d 23 ( I ct Dept. 20 11); I3yaw v. W p s f 81 Strecl Owners Corp., 186 A.D.2d 5 14 (1" Dcpt. 1992). However, a preliminary iri-jrrrictioii may be granted undcr CPT,R Article 63 only when the party sccking such relief dcmonstratcs: (1 ) a lihelihood of ultimate siiccess on the merits; (2) the prospect ol' irrcpairable injury if tlic provisional relief' is withheld; and (3) a balance of equities lipping in the moving party's favor. See Doe v. Axelrod, 73 N.Y.2d 748 (1988); Amnrcrnl cx rel. Meu.cztry Beacli-Miidv. Anlnnio, 197 A.D.2d 432 (1" Dept. 1993). A preliminary injunction is a drastic remedy and will only be grantcd if the movant estahlishcs a clear right to it irnder thc law and upon the relcvant facts set forth i n the moving papers. McGuinn v. City uf'New Yo74 219 A.D.2d 489 (1'' Ilcpt. 1995). 'ITie purpose of this interlocutory relief is not to finally deteriniiic the merits, birt to preserve the status CILLO that mce a decision is rciicliecl 0 1 thc merits, it would havc ii so 1 ineaiiiiigIii1 impact on thc dispute. See Moarfy v. Filpowski, 146 A.D.2d 675, 678 (2''" ncpt. 1989). h [* 8] 1 11~ court finds that plaintil fs have not submitted suflicient evidence to meet tlicir burdcn of proving likelihood of S U C C ~ S Son the merits, [lie prospcct of irreparable injury if thc relief is withheld, or that the balance ofcqiiities tip in their favor. In accordance wiilh the foregoing, it is hercby OKDERED that plaintiff s Robert TJ. Ochiagha in his capacity as Chairman of The Pcoples Club of Nigeria Jiiternatjoiial (LLIY:NI ) New Yorlc City Hrniich, h c . , I l r . Rayinotid IJkwuo~o his capacity a s Secretary Emeritus oi The Peoplcs Club of Nigeria in Tntcrnalional ( PCNI ) New York City T3rancl1, lnc. and Paul Onyenagada, Member s order to show ciiiise for a prcliminary injunction is denied; and it is filrtlicr ORDERED that plaintil ls Kobcrt LJ. Ochiagha in his capacity as Chairman of Thc Peoples Club of Nigeria Iiitcriiational ( PCN l ) New Yorli City Branch, Iiic., Dr. Kaymond IJkwuozo in his capacity as Secretary Emeritus of The Peoplcs Club of Nigcria Internatjonal ( PCNI ) New York City Branch, lnc. and Pniil Onyeiingada, Member are dircctcd to keep the iiioticy previously directed to bc held in escrow in New York and said inonies shall remain in New Yorlc until the resolution of this action or until further applicntion by either party; and it is fiirthcr OKI)FRT;,T)that defendants Fabian A. Oiiwiixhu, in his capiiciily as Presidont of Pcoples Club of Nigcria Tiitcrnational, and Morris Efobi, Chris Nworj ih, Linus I Ize, John Anuforo, Solomon Nd&a in tlicir capacities as iiieinbers of the alleged interim carc-taker committee of the Peoplcs C lul-, of Nigcria International ( PCNI ) New Yorli City Branch, 7 [* 9] Inc. are dirccted to serve an aiiscver lo the complaint withiii 20 clays ofthe datc of entry of this ordcr and the partics slnall appear [or a prclimiiiary confcrcnce in Part 19 on January 30, 2013 at 2:15 p.m. at 80 Centre Strect, Rooiii 2751 'l'his coiistitiitcs thc ckcision aiid order of the court. Dated: New York, New York Novcmbcrar , 20 12

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