United States District Court, S.D. New York
[Copyrighted Material Omitted]
For Global Gold Mining, L.L.C., Plaintiff: Van Z. Krikorian, LEAD ATTORNEY, Global Gold Corporation, Rye, NY; Brian Scott Cousin, Dentons U.S. LLP, New York, NY; Lauren Beth Perlgut, Dentons U.S. LLP (NY), New York, NY.
For Vardan Ayvazian, Defendant: Brett Mathew Schatz, LEAD ATTORNEY, Maalouf Law Firm, LLC, New York, NY.
OPINION AND ORDER
J. PAUL OETKEN, United States District Judge.
This case arises out of the 2003 purchase of an Armenian gold mine by Global Gold Mining, LLC (" Global Gold" or " Plaintiff" ). Global Gold brought this action against Vardan Ayvazian (" Ayvazian" or " Defendant" ) for money damages arising from alleged contract violations and, in the alternative, to vacate an international arbitration tribunal's partial arbitral award in the underlying dispute. This action follows a series of prior disputes between Global Gold and Ayvazian, including two actions brought by Global Gold in the Southern District of New York to establish the jurisdiction of the arbitration tribunal--the very body whose unfavorable determination Plaintiff now seeks to vacate. Ayvazian defaulted in this case, and a default judgment was entered against him in the amount of $37,537,978.02. He now moves to vacate that default judgment. For the reasons that follow, that motion is granted and, because this Court lacks personal jurisdiction over the defendant, the case is dismissed.
A. The Underlying Dispute
In 2003, Global Gold entered into a Share Purchase Agreement (" the Agreement" ) to purchase all of the shares of an Armenian gold mining company, SHA, LLC, from its three listed shareholders: Mayren Batoyan, Edward Janibekian, and Yurik Lalazaryan (collectively, " SHA shareholders" ). Global Gold later discovered what it believed to be material misrepresentations in the Agreement. Pursuant to an arbitration clause in the Agreement, in December 2006, Global Gold filed a request with the International Chamber of Commerce Court of Arbitration (" ICA" ) to resolve this issue through arbitration. Global Gold named Ayvazian, in addition to the three named shareholders, as a defendant in that dispute.
Ayvazian is not named as a shareholder or otherwise mentioned in the Agreement. Global Gold alleged, however, that Ayvazian was an undisclosed shareholder and a beneficial owner of SHA, and that he secretly controlled and benefitted from the sale of SHA to Global Gold. In a series of matters in arbitral tribunals and judicial courts, Global Gold sought to hold Ayvazian personally responsible for losses it
claims to have incurred from breaches of the Agreement.
The bulk of the litigation to date has concerned whether Ayvazian is bound by the Agreement and its arbitration clause. The Agreement contains the following language as part of its arbitration clause:
The parties will use their best efforts to resolve any disputes between themselves . . . . [I]f a dispute is not resolved, any party may refer the dispute for final settlement to and in accord with under [sic] the Rules of Conciliation and Arbitration of the International Chamber of Commerce [" ICC" ]. . . by a panel of three (3) arbitrators. In the case of any matter to be settled under the Rules, each party hereto shall appoint one arbitrator and such two arbitrators shall appoint a third arbitrator . . . The place of arbitration of any matter to be settled under the Rules shall be in New York City . . . .
(Dkt. No. 17, Ex. G (" ICA Tribunal Decision" ) at 2). The parties also agreed to apply " the substantive laws of New York, without regard to conflict of ...