The opinion of the court was delivered by: Denise Cote, District Judge
Defendants move to dismiss the plaintiffs' complaint for failure to state a claim. That motion is granted.
A. Factual Background The following factual background is taken from facts as alleged in the complaint. Plaintiff Ahmad Hbouss is a citizen of Lebanon and the sole shareholder of plaintiff AAAH Holdings, Inc. ("AAAH"). AAAH is, in turn, a shareholder of non-party Naya, Inc., a bottler, marketer, and distributor of bottled water in the United States and Canada. Both AAAH and Naya are corporations under the laws of Quebec, Canada. Defendant Coca-Cola Enterprises, Inc. ("Coca-Cola") is a packager, marketer, and distributor of products of the Coca-Cola Company.
Until mid-1998, Coca-Cola and some of its subsidiaries were distributors of Naya water. At some date not specified in the complaint, Coca-Cola cancelled its distribution agreements with Naya. Some time thereafter, on October 21, 1999, Hbouss and Naya and Coca-Cola entered into a Settlement Agreement in which Hbouss and Naya released Coca-Cola, and Coca-Cola released Hbouss and Naya, from all claims between them up to that date.
Around the same time, Coca-Cola sought to improve its position in the North American bottled water market by acquiring existing distributors that offered water at different price points in the market. One possible acquisition was Danone, a European company whose major product was Evian, a brand of premium priced bottled water. Danone did not have a product at Naya's non-premium price point.
In order to enhance Danone's position in the American bottled water market, which would benefit Coca-Cola upon its acquisition of Danone's North American market share, Coca-Cola undertook several actions harmful to Naya. First, Coca-Cola covertly influenced Naya's financing banks to force Naya into bankruptcy. It then covertly influenced Naya's bankruptcy trustee to sell Naya's assets for less than their true value. And finally it prevailed upon Danone to acquire Naya's assets from the bankruptcy trustee in June of 2000. When all of this had been accomplished, Coca-Cola entered into various agreements with Danone that ultimately led in June of 2005 to the acquisition by Coca-Cola of all of Danone's North American operations, including the former assets of Naya.
Plaintiffs' complaint was originally filed in New York
Supreme Court for the county of New York and was removed to this Court by Coca-Cola pursuant to 28 U.S.C. § 1441(a). Immediately following removal, Coca-Cola filed a motion to dismiss. At a conference held on November 18, 2005, plaintiffs requested leave to amend their complaint in order to join Naya as a co-plaintiff to this action. That application was granted on the explicit understanding that plaintiffs would be given no further opportunity to amend. The amended complaint was to be filed by January 13, 2006.
In a letter dated January 6, 2006, plaintiffs informed the Court that Canadian counsel had undertaken the required process before the court in Quebec to join Naya to this action. Plaintiffs estimated that an amended complaint could be filed by April 15. The date for filing an amended complaint was adjourned sine die pending resolution of the petition before the Quebec court.
On January 10, however, plaintiffs informed the Court that Naya's bankruptcy trustee opposed the petition to allow Naya to join this action. As a result, plaintiffs would be unable to file an amended complaint by April 15, 2006.
Coca-Cola again moved to dismiss the unamended complaint. And once again, plaintiffs requested an opportunity to amend. In an Order dated March 23, the Court denied the motion to dismiss and gave the plaintiffs until April 14, 2006 to file an amended complaint.
Plaintiffs filed an amended complaint on April 17, 2006. Naya did not join plaintiffs as a party to this action. Coca-Cola filed this motion to dismiss the amended complaint for ...