United States District Court, D. Connecticut
RULING ON DEFENDANTS' MOTIONS TO DISMISS
CHARLES S. HAIGHT, JR. SENIOR UNITED STATES DISTRICT JUDGE.
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
facts herein are taken from Plaintiff's Amended Complaint
and accepted as true only for the purposes of this Ruling.
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
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.
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.
STANDARD OF REVIEW
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)).
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.
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)).
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