Chien v. Future Fintech Group Inc.

          RULING ON DEFENDANTS' MOTIONS TO DISMISS

          CHARLES S. HAIGHT, JR. SENIOR UNITED STATES DISTRICT JUDGE.

         Plaintiff Andrew Chien ("Plaintiff"), proceeding pro se, brings this diversity action against Defendants Future Fintech Group Inc., Hongke Xue, and Barron Capital Advisors, LLC (collectively, "Defendants"). See Doc. 20 ("Am. Compl."). The Defendants Future Fintech Group Inc. and Hongke Xue (collectively, the "Fintech Defendants") move to dismiss the Amended Complaint pursuant to Rules 12(b)(1), 12(b)(2), 12(b)(5), and 12(b)(6) of the Federal Rules of Civil Procedure. Doc. 52. Defendant Barron Capital Advisors, LLC ("Barron") also moves to dismiss pursuant to the same Rules and the applicable statute of limitations. Doc. 34. Plaintiff filed objections to both motions, [Docs. 47, 57], and the Fintech Defendants filed a reply, [Doc. 64]. This Ruling resolves Defendants' motions.

         I. BACKGROUND

         The facts herein are taken from Plaintiff's Amended Complaint and accepted as true only for the purposes of this Ruling.

         Plaintiff's claims arise from a contract dated August 28, 2006 (the "2006 contract"), between USChina Channel LLC ("USChina") and Shanxi Tianren Organic Food Co., Ltd. ("Tianren"), which was later known as Skypeople Fruit Juice, Inc. ("Skypeople"). Am. Compl. ¶ 12. Tianren hired USChina, Plaintiff's sole proprietorship, to provide guidance to Tianren to become a publicly traded company in the United States. Id. Future FinTech Group Inc. is the most recent iteration of Tianren and Skypeople, with Hongke Xue as Future Fintech Group Inc.'s Chairman and CEO, id. at ¶ 5, whereas Barron was allegedly hired by Skypeople to consult on a "secret[] . . . reverse merger with Entech," id. at ¶ 17. Entech is a Barron-controlled shell company. Id. at ¶ 11. This is not the first lawsuit that Plaintiff has pursued in relation to the 2006 contract.^[1]

         Plaintiff also raises in the instant case new claims in relation to a 2015 judgment against him in the Shaanxi Supreme People's Court in China. Id. at ¶¶ 1-3, 54-56, 59-61. The underlying issue in that lawsuit similarly concerns the 2006 contract. Id.

         Plaintiff asserts several claims against the Fintech Defendants: extortion, falsified statements and concealing material information, conspiracy, racketeering, due process violations, unjust enrichment, and securities law violations. Id. at ¶¶ 54-62. Plaintiff separately alleges that Barron engaged in several instances of "[f]raudulent concealment" and conspiracy with the Fintech Defendants. Id. at ¶¶ 63-67.

         II. STANDARD OF REVIEW

         With respect to pro se litigants, it is well-established that "[p]ro se submissions are reviewed with special solicitude, and 'must be construed liberally and interpreted to raise the strongest arguments that they suggest.'" Matheson v. Deutsche Bank Nat'l Tr. Co., 706 Fed.Appx. 24, 26 (2d Cir. 2017) (quoting Triestman v. Fed. Bureau of Prisons, 470 F.3d 471, 474 (2d Cir. 2006) (per curiam)). See also Sykes v. Bank of Am., 723 F.3d 399, 403 (2d Cir. 2013) (same); Tracy v. Freshwater, 623 F.3d 90, 101-02 (2d Cir. 2010) (discussing special rules of solicitude for pro se litigants); Boykin v. KeyCorp., 521 F.3d 202, 214 (2d Cir. 2008) ("A document filed pro se is to be liberally construed and a pro se complaint, however inartfully pleaded, must be held to less stringent standards than formal pleadings drafted by lawyers." (quoting Erickson v. Pardus, 551 U.S. 89, 94 (2007))); Sealed Plaintiff v. Sealed Defendant, 537 F.3d 185, 191 (2d Cir. 2008) (where the plaintiff proceeds pro se, a court is "obligated to construe his pleadings liberally" (quoting McEachin v. McGuiness, 357 F.3d 197, 200 (2d Cir. 2004))); Abbas v. Dixon, 480 F.3d 636, 639 (2d Cir. 2007) (in reviewing a pro se complaint, the court "must liberally construe [the] pleadings, and must interpret [the] complaint to raise the strongest arguments it suggests"). However, despite being subject to liberal interpretation, a pro se plaintiff's complaint still must "state a claim to relief that is plausible on its face." Mancuso v. Hynes, 379 Fed.Appx. 60, 61 (2d Cir. 2010) (quoting Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)).

         "On a motion to dismiss, the issue is 'whether the claimant is entitled to offer evidence to support the claims.'" Patane v. Clark, 508 F.3d 106, 111 (2d Cir. 2007) (quoting Scheuer v. Rhodes, 416 U.S. 232, 236 (1984)). "To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to 'state a claim that is plausible on its face.'" Iqbal, 556 U.S. at 678 (2009) (quoting Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). This pleading standard creates a "two-pronged approach," Iqbal, 556 U.S. at 679, based on "[t]wo working principles." Id. at 678.

         First, all factual allegations in the complaint must be accepted as true and all reasonable inferences must be drawn in the favor of the non-moving party. See id.; see also Gorman v. Consolidated Edison Corp., 488 F.3d 586, 591-92 (2d Cir. 2007) (citation omitted). The presumption of truth does not extend, however, to "legal conclusions" or "[t]hreadbare recitals of the elements of a cause of action supported by mere conclusory statements[.]" Iqbal, 556 U.S. at 678. Second, "a complaint that states a plausible claim for relief" will survive a motion to dismiss and "[d]etermining whether a complaint states a plausible claim for relief will . . . be a context-specific task that requires the reviewing court to draw on its judicial experience and common sense." Harris v. Mills, 572 F.3d 66, 72 (2d Cir. 2009) (quoting Iqbal, 556 U.S. at 679) (quotation marks omitted). "Dismissal under Federal Rule of Civil Procedure 12(b)(6) is appropriate when 'it is clear from the face of the complaint, and matters of which the court may take judicial notice, that the plaintiff's claims are barred as a matter of law.'" Associated Fin. Corp. v. Kleckner, 480 Fed.Appx. 89, 90 (2d Cir. 2012) (quoting Conopco, Inc. v. Roll Int'l, 231 F.3d 82, 86 (2d Cir. 2000)).

         III. DISCUSSION

         A. Standing

         The Court granted Plaintiff's motion for permission to file the instant case on the basis that then-newly adopted Section 34-267a of the Connecticut General Statutes, effective July 1, 2017, created the possibility that Plaintiff could pursue his claims on behalf of USChina. Doc. 4 at 4-5. Specifically, the Court noted that Section 34-267a was unclear as to "whether Chien possesses statutory entitlement to pursue USChina's claims for breach of the underlying contract," but that Plaintiff was entitled the chance to establish ...