Capital Pure Assets, Ltd. v. CC Technology Corporation

[3] UNITED STATES DISTRICT COURT [4] DISTRICT OF NEVADA [5] 6 CAPITAL PURE ASSETS, LTD., Case No. 2:24-cv-00680-NJK1 7 Plaintiff(s), ORDER 8 v. [Docket Nos. 78, 79] 9 CC TECHNOLOGY CORPORATION, 10 Defendant(s). 11 Pending before the Court is Counter-Defendants’ motion to enforce settlement. Docket 12 No. 78.2 Defendant/Counterclaimant CC Technology Corporation’s (“Counterclaimant” or 13 “CCTC”) filed a response in opposition. Docket No. 81. Counter-Defendants filed a reply. 14 Docket No. 84. Also pending before the Court is Counterclaimant’s motion to enforce settlement. 15 Docket No. 79. Counter-Defendants filed a response in opposition. Docket No. 82. 16 Counterclaimant filed a reply. Docket No. 85. The motions are properly resolved without a 17 hearing. See Local Rule 78-1. For the reasons discussed below, the Court GRANTS Counter18 Defendants’ motion to enforce settlement and DENIES Counterclaimant’s motion to enforce 19 settlement. 20 I. BACKGROUND 21 This case arose out of discussions and agreements to engage in a joint venture. Capital 22 Pure alleged that the joint venture was meant to focus on a real estate project in Chicago, see 23 Docket No. 1 at ¶¶ 15-22, and that CCTC failed to perform its duties in finding viable projects, 24 see id. at ¶¶ 40-54. CCTC filed counterclaims alleging that the joint venture was meant to focus [25] 1 This case was referred to the undersigned magistrate judge on the parties’ consent. 26 Docket Nos. 27, 28. 27 2 Plaintiff is Capital Pure Assets, Ltd. (“Capital Pure”). Counter-Defendants are Capital Pure, Shiva Prakash, Hannah Dawn Prakash, Vikhyat Prakash, James Chrisman, P.C., and James 28 P. Chrisman. The Court will refer to these parties jointly as “Counter-Defendants.” 1 on its “CannaCard” payment system, see, e.g., Docket No. 5 at ¶ 24,3 but that the joint venture 2 agreement was a sham standby letter of credit scheme and that Capital Pure never intended to 3 move forward with any project, see, e.g., id. at ¶¶ 70-78 (alleging fraud). CCTC also alleged that 4 it sought return of the escrow funds pursuant to the parties’ escrow agreement, but that the funds 5 were wrongfully withheld. See, e.g., id. at ¶ 56. 6 As of February 19, 2025, the parties executed a settlement agreement resolving the claims 7 and counterclaims in this case. Docket No. 57-2. That settlement agreement required certain 8 actions, including the rendering of a $14,000 initial payment and delivering an original copy of 9 the confession of judgment, after which the parties would file a stipulation to dismiss this case. 10 See, e.g., id. at ¶ 2(b). Upon Counter-Defendants’ failure to make the $14,000 initial payment or 11 deliver an original copy of the confession of judgment, Counterclaimant filed a motion to enforce 12 settlement. Docket No. 57. On April 17, 2025, the Court granted that motion and ordered Counter13 Defendants to make the $14,000 initial payment and deliver the confession of judgment by April 14 21, 2025. Docket No. 62. On April 21, 2025, Counter-Defendants filed a notice of compliance 15 with respect to delivering the original confession of judgment. Docket No. 63. On April 29, 2025, 16 the Court granted Counterclaimant’s motion to hold Counter-Defendants in contempt for violating 17 the Court’s order to make the $14,000 initial payment. Docket No. 72. On May 2, 2025, Counter18 Defendants filed a notice of compliance attesting to wiring the $14,000 initial payment on April 19 29, 2025. Docket No. 74. On May 5, 2025, the Court determined that Counter-Defendants had 20 purged their contempt. Docket No. 75. The Court also noted that it appeared the case may be 21 primed for dismissal, but that it understood the parties may dispute whether jurisdiction should be 22 retained. Id. at 1.4 23 The parties are now before the Court on cross-motions regarding dismissal and retention 24 of jurisdiction. Docket Nos. 78, 79. [25] 3 There is an answer portion of this document and a counterclaims portion of this document. 26 The paragraph citations herein are made to the counterclaims portion of the filing. 27 4 The Court had earlier ordered that $336,000 in escrow funds be placed in the Court’s registry. Docket No. 42 (granting motion for preliminary injunction). Following settlement, those 28 funds have been released to Counterclaimant. See, e.g., Docket No. 76. 1 II. STANDARDS 2 Courts possess inherent authority to enforce settlement agreements in pending cases. In re 3 City Equities Anaheim, Ltd., 22 F.3d 954 , 957-58 (9th Cir. 2021). The construction and 4 enforcement of settlement agreements are governed by state law. Jones v. McDaniel, 717 F.3d 5 1062, 1067 (9th Cir. 2013). Nevada law requires an offer and acceptance, meeting of the minds, 6 and consideration to constitute an enforceable contract. May v. Anderson, 119 P.3d 1254 , 1257 7 (Nev. 2005). “The starting point for the interpretation of any contract is its plain language.” Miller 8 v. Weinmann, No. 2:19-cv-02213-JCM-DJA, 2023 WL 5428644 , at *4 (D. Nev. Aug. 23, 2023). 9 III. ANALYSIS 10 The parties both seek enforcement of the settlement agreement, but as to different 11 provisions: Counter-Defendants seek dismissal of the case; Counterclaimant seeks issuance of an 12 order requiring Counter-Defendants to render a quarterly payment.5 The parties also dispute 13 whether, in the event dismissal is ordered, the Court should retain jurisdiction to further enforce 14 the settlement agreement. 15 A. Dismissal 16 Counter-Defendants seek dismissal of this case pursuant to the terms of the settlement 17 agreement. E.g., Docket No. 78 at 4-5. In particular, Counter-Defendants point to the plain 18 language of the settlement agreement for the filing of a stipulation of dismissal upon making the 19 $14,000 initial payment. Relying on caselaw addressing being relieved of contractual obligations [20] 5 Counterclaimant also provides less than a page of argument to seek entry of confession 21 of judgment. See Docket No. 85 at 4-5. Despite a specific admonition to ensure that all requests are supported by “fulsome argument,” Docket No. 75 at 1 n.2; see also, e.g., Kor Media Grp., LLC 22 v. Green, 294 F.R.D. 579 , 582 n.3 (D. Nev. 2013) (explaining that courts need not resolve issues raised without meaningful development), this request for relief is not meaningfully developed. 23 The motion provides one sentence that courts “routinely” allow filing confessions of judgment, with citation to two unpublished decisions, but the motion fails to provide any articulation of the 24 governing law or standards. Moreover, the cases cited by Counterclaimant involve motions specifically geared toward seeking entry of judgment, not motions to enforce settlement. Cf. Local 25 Rule IC 2-2(b) (requiring separate requests to be filed separately); see also Bank of N.Y. Mellon v. SFR Invs. Pool 1, LLC, No. 2:17-cv-00256-JCM-NJK, 2017 U.S. Dist. Lexis 132101, at *2 (D. 26 Nev. Aug. 18, 2018) (explaining importance of the rule, including as to the clear presentation of governing standards). The Court decides herein that dismissal is warranted and that retention of 27 jurisdiction to further enforce the settlement agreement is not warranted. In light of its deficiencies, the Court declines to address Counterclaimant’s request for entry of confession of 28 judgment. 1 upon a material breach, Counterclaimant argues that dismissal is not warranted because Counter2 Defendants have committed “additional breaches,” such as their obligation elsewhere in the 3 settlement agreement to make a quarterly payment. E.g., Docket No. 81 at 4-6; Docket No. 79 at 4 7-9. Counterclaimant insists that the Court should instead enforce that provision in the settlement 5 requirement rather than dismissing the case. 6 By operation of the plain language of the settlement agreement, this case is ripe for 7 dismissal. The parties were required to seek dismissal within three business days of the delivery 8 of the $14,000 initial payment. Docket No. 57-2 at ¶ 2(b). There is no dispute that the initial 9 payment was wired on April 29, 2025, and that delivery was confirmed on May 2, 2025 . Docket 10 No. 74 at 2. Hence, dismissal of the case is overdue. 11 Moreover, the Court is unpersuaded by Counterclaimant’s arguments to the contrary. 12 Courts possess inherent authority to enforce settlement agreements in pending cases. In re City 13 Equities Anaheim, Ltd., 22 F.3d 954 , 957-58 (9th Cir. 2021). When the underlying controversy 14 has been resolved and the conditions precedent for dismissal have been satisfied, however, courts 15 need not delay dismissal to resolve disputes as to other aspects of that agreement even though the 16 case remained technically “pending” when the motion to enforce was filed. See Furst v. Walter, 17 No. CV-17-03096-PHX-JJT, 2019 WL 1227117 , at *2, 3 (D. Ariz. Mar. 15, 2019) (because “the 18 parties’ settlement extinguished the underlying claims[] and the parties satisfied the conditions of 19 dismissal of this case,” rejecting argument that the court must postpone dismissal and decide 20 motion to enforce settlement). As the settlement extinguished the claims and counterclaims in this 21 case, and as the conditions precedent for dismissal established in the settlement agreement have 22 been satisfied, the Court will enforce the settlement by dismissing the case. 23 B. Retention of Jurisdiction 24 Having determined that the case is ripe for dismissal, the Court turns to Counterclaimant’s 25 argument that the Court should retain jurisdiction to continue enforcing the settlement terms. 26 Counterclaimant argues that the Court has the authority to retain jurisdiction and doing so is 27 warranted in light of past violations and as a matter of judicial economy. E.g., Docket No. 79 at 28 9-11. Counter-Defendants argue that retention of jurisdiction is not warranted because the 1} settlement agreement provides for no such relief and, instead, the parties bargained for a different enforcement mechanism of an executed confession of judgment. E.g., Docket No. 82 at 2-4. 3 Whether to retain jurisdiction is a discretionary matter. See Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 381 (1994); see also Camacho vy. City of San Luis, 359 Fed. Appx. 5 ] 794, 798 (9th Cir. 2009) (“it was the court’s prerogative not to retain jurisdiction”). Courts are 6] less inclined to retain Jurisdiction when they had no involvement in formulating the terms of the 7| settlement agreement. See HM Elecs. v. R.F. Techs., No. 12-cv-02884-BAS-MDD, 2016 WL 8 || 4063806, at *1 (S.D. Cal. Feb. 17, 2016). Courts are also less inclined to retain jurisdiction when the settlement agreement itself does not seek such relief. See Furst, 2019 WL 1227117 , at *2. 10 The Court declines in its discretion to retain jurisdiction in this case to enforce the 11|| settlement agreement further.’ CONCLUSION 13 For the reasons discussed below, the Court GRANTS Counter-Defendants’ motion to 14] enforce settlement and DENIES Counterclaimant’s motion to enforce settlement. This case is 15] DISMISSED with prejudice. The Clerk’s Office is INSTRUCTED to close this case. 16 IT IS SO ORDERED. 17 Dated: June 18, 2025 Nancy J. Koppe 19 United States vom Judge [24] 2 6 Even when the parties agree to retention of jurisdiction, courts are under no obligation to do so. Arata v. Nu Skin Int'l, Inc., 96 F.3d 1265 , 1269 (9th Cir. 1996) (collecting cases). 27 7 To be crystal clear, in declining to retain jurisdiction over enforcement of the settlement agreement, the Court is not indicating in any way that it lacks jurisdiction to enforce its recent || sanctions order (Docket No. 86) in the event Counter-Defendants fail to comply. See, e.g., Cooter & Gell v. Hartmarx Corp., 496 U.S. 384, 396 (1990).