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Tarazi v. Quintessential Biosciences, LLC

United States District Court, S.D. New York

July 1, 2015

NADIA TARAZI, individually and derivatively as a member of PAINTED WINGS MEDIA, LLC, Plaintiff,


JAMES C. FRANCIS, IV, Magistrate Judge.

This case is one among several related to the falling out of three business associates, Nadia Tarazi, Autumn Stringam, and Ms. Stringam's husband, Dana Stringam, and their companies, Micronutrient Solutions, Inc. ("MSI"), Open Mind Consulting, Inc. ("Open Mind"), and Painted Wings, LLC ("Painted Wings"). The first of these lawsuits, Tarazi v. Truehope, Inc., 13 Civ. 1024, was filed in February 2013 by Ms. Tarazi and MSI against Quintessential Biosciences, LLC ("Q Sciences"), among other defendants.[1] Shortly after filing the second amended complaint in Tarazi v. Truehope, Ms. Tarazi filed this lawsuit individually and derivatively as a member of Painted Wings. Q Sciences was duly served with the Summons and Complaint on March 6, 2015, but failed to timely answer, and the Clerk of Court accordingly entered a certificate of default against it on April 17, 2015. Thereafter, the plaintiffs moved for default judgment and the defendant moved to vacate the entry of default.


Ms. Tarazi developed a business relationship with the Stringams after reading Ms. Stringam's book, A Promise of Hope, which details her "successful management of her symptoms [of bipolar disorder]" through the use of a "Micronutrient Product" that was "known to treat conditions afflicting certain swine animals." (Complaint ("Compl."), ¶¶ 8-11). Ms. Tarazi offered to help Ms. Stringam "promote her book and life story across multiple media channels" so that they could "tell, and profit from, [Ms. Stringam]'s story." (Compl., ¶ 9). In April 2012, they formed Painted Wings with the primary purpose of using Ms. Stringam's personal story to promote micronutrients. (Compl., ¶¶ 1, 9, 12-15). Around the same time, Ms. Tarazi and the Stringams formed a joint venture with the goal of "not only telling [Ms. Stringam's] story..., but also selling a private label of the Micronutrient Product and other related products." (Compl., ¶ 16). Ms. Tarazi and the Stringams entered into a number of oral and written agreements related to the joint venture, many of which are at issue in Tarazi v. Truehope, Inc. (Compl., ¶ 16). Subsequently, the plaintiffs allege, the Stringams abandoned the joint venture, breaching several contractual and fiduciary duties, and began supporting Q Sciences' efforts to market the Micronutrient Product instead. (Compl., ¶¶ 35-62).

In Tarazi v. Truehope, Ms. Tarazi and MSI assert four claims against Q Sciences. They allege that Q Sciences aided and abetted the Stringams' breach of their fiduciary duty, which arose out of the joint venture (Second Amended Complaint ("Truehope SAC"), ¶¶ 112-117, Tarazi v. Truehope, No. 13 Civ. 1024 (S.D.N.Y.)); that it tortiously interfered with three contracts - the joint venture agreement, a memorandum of understanding related to the joint venture, and an agreement in which Ms. Stringam promised to endorse MSI products (Truehope SAC, ¶¶ 123-127); that it unjustly enriched itself by misappropriating marketing materials created by Ms. Tarazi and MSI (Truehope SAC, ¶¶ 143-147); and that it engaged in unfair and deceptive business practices by accepting Ms. Stringam's endorsement (Truehope SAC, ¶¶ 153-161).[3]

Similar claims premised on a different set of alleged duties are asserted against Q Sciences here. The plaintiff alleges that Q Sciences aided and abetted Ms. Stringam in breaching the fiduciary duties she owed to Painted Wings (Compl., ¶¶ 67-75) and Ms. Tarazi as a member of Painted Wings (Compl., ¶¶ 85-88). She also asserts that Q Sciences tortiously interfered with Ms. Stringam's obligations under the Transmedia Assignment Agreement, a contract which assigned the exclusive rights to Ms. Stringam's life story to Painted Wings. (Compl., ¶¶ 19, 76-84).


A. Legal Standard

Under Rule 55 of the Federal Rules of Civil Procedure, "[w]hen a party against whom a judgment for affirmative relief is sought has failed to plead or otherwise defend, and that failure is shown by affidavit or otherwise, the clerk must enter the party's default." Fed.R.Civ.P. 55(a). While the entry of default is not discretionary, after such default is entered, "[t]he court may set [it] aside... for good cause." Fed.R.Civ.P. 55(c); accord Bricklayers and Allied Craftworkers Local 2, Albany Pension Fund v. Moulton Masonry & Construction, LLC, 779 F.3d 182, 186 (2d Cir. 2015). Alternatively, upon application by the non-defaulting party, the court may enter a default judgment. Fed.R.Civ.P. 55(b). Whether to grant a default judgment is a decision left to the sound discretion of the district court. Shah v. New York State Department of Civil Service, 168 F.3d 610, 615 (2d Cir. 1999); Enron Oil Corp. v. Diakuhara, 10 F.3d 90, 95 (2d Cir. 1993).

"It is well established that default judgments are disfavored. A clear preference exists for cases to be adjudicated on the merits." Pecarsky v. Ltd., 249 F.3d 167, 174 (2d Cir. 2001). A defaulting party is entitled to have doubts as to whether default should be granted resolved in its favor. Enron Oil, 10 F.3d at 96. Because default is an extreme remedy and because "Rule 55(c) does not define the term good cause, ' [the Second Circuit] ha[s] established three criteria that must be assessed in order to decide whether to relieve a party from default." Bricklayers, 779 F.3d at 186 (alterations in original) (quoting Enron Oil, 10 F.3d at 96); accord United States v. DiPaolo, 466 F.Supp.2d 476, 482 (S.D.N.Y. 2006). Those criteria are "(1) whether the defendant's default was willful; (2) whether [the] defendant has a meritorious defense to [the] plaintiff's claims; and (3) the level of prejudice the non-defaulting party would suffer as a result of the denial of the motion for default judgment." DiPaolo, 466 F.Supp.2d at 482 (quoting Trustees of the CWA Local 14156-Printers, Publishers & Media Workers Benefit Fund v. Rumar Typesetting and Design, No. 05 Civ. 1455, 2006 WL 1227183, at *2 (S.D.N.Y. May 5, 2006)).

B. Meritorious Defense

It is not possible to determine whether a default judgment is appropriate here without further briefing regarding whether Q Sciences has a meritorious defense to the plaintiff's claims.

In order to establish a meritorious defense that warrants vacating a default, a defendant need not prove the defense conclusively. See Securities and Exchange Commission v. McNulty, 137 F.3d 732, 740 (2d Cir. 1998); Gonzalez v. City of New York, 104 F.Supp.2d 193, 197 (S.D.N.Y. 2000). Rather, the defendant need only present some evidence of facts that, "if proven at trial, would constitute a complete defense." Enron Oil, 10 F.3d at 98. A defaulting defendant must "present more than conclusory denials when attempting to show the existence of a meritorious defense." Pecarsky, 249 F.3d at 173; accord Sony Corp. v. Elm State Electronics, Inc., 800 F.2d 317, 320-21 (2d Cir. 1986). Such a defendant must "articulate a defense with a degree of specificity which directly relates that defense to the allegations set forth in the plaintiff's pleadings and raises a serious question as to the validity of those allegations." FedEx TechConnect, Inc. v. OTI, Inc., No. 12 Civ. 1674, 2013 WL 5405699, at *8 (S.D.N.Y. Sept. 23, 2013) (quoting Salomon v. 1498 Third Realty Corp., 148 F.R.D. 127, 130 (S.D.N.Y. 1993)).

Q Sciences does not identify any merit-based defenses related to the allegations set forth in the complaint. Rather, it argues that the case should be stayed or dismissed pursuant to the first-filed doctrine, because it is duplicative of the Tarazi v. Truehope action. (Memorandum of Law of Defendant Quintessential Biosciences, LLC dba Q Sciences in Support of its Motion to Vacate Default ...

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