Back9 Network Inc. v. Altounian
When genuine issues of material fact exist concerning whether corporate shares were furnished contingent on the receipt of a multi-milliondollar investment, a court can deny a motion for summary judgment in a declaratory judgment suit that requests the court to find that corporate shares are void. Allegedly, Brian Altounian, the chief operating officer of Alliance Acquisitions, promised to provide the plaintiff, Back9 Network, with $250,000 in capital, on or before July 2010, plus another $10 million capital investment. In return, Alliance Acquisitions received 383,195 shares of stock in Back9, a multi-media golf and entertainment lifestyle network that is located in Connecticut. Back9 sued Altounian and Alliance Acquisitions and asked the court to issue a declaratory judgment that the defendants obtained the shares as a result of fraud and that Alliance Acquisitions' shares in Back9 are void. Altounian moved for summary judgment and argued that the Back9 shares were a gift from Back9's co-founder, Thomas Meloth, and that Altounian and Alliance Acquisitions were not required to provide anything in return. Back9 denied that Meloth was a co-founder or that he gifted the shares. Back9 claimed its chief operating officer furnished the shares on behalf of Back9 in exchange for a $10 million capital investment that Altounian allegedly promised. E-mails exchanged between the parties appeared to show a contract, but the specific details of the contract were ambiguous. Genuine issue of material fact exist concerning whether Alliance Acquisitions' receipt of Back9 shares was conditioned on a $10 million investment, and the court denied the defendants' motion for summary judgment.