“Defendants AMP Solar Group, Inc. (AMP Inc.), AMP Solar Limited Partnership (AMP LP), Potentia Solar, Inc. (Potentia), Paul Ezekiel, and Dave Rogers move, pursuant to CPLR 3211(1), (7), & (8) and CPLR 327(a), to dismiss the complaint. Defendants’ motion is granted for the reasons that follow.
I. Procedural History & Factual Background
The facts recited are taken from the complaint, the documentary evidence, and the affidavits submitted in connection with the jurisdictional allegations. As this is a motion to dismiss, the court assumes the truth of plaintiff’s allegations.
Plaintiff Andrew Stevenson, a Connecticut resident, is a financial consultant with experience in the solar, wind, and biofuel industries. The individual defendants, Ezekiel, a New York resident, and Rogers, a resident of Ontario, Canada (collectively, the Individual Defendants), control a number of Canadian clean energy investment and development companies. According to the complaint, the Individual Defendants control AMP LP, which is a joint venture of AMP, Inc. and Potentia. The Individual Defendants are the majority owners of AMP, Inc., but it is not clear who owns and controls Potentia. AMP LP, AMP, Inc., and Potentia (collectively, the Corporate Defendants) are incorporated and do business in Ontario. The Corporate Defendants do not conduct business in New York.”
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Index Number: 651971/2014
ANDREW STEVENSON, individually and derivatively, as a minority shareholder, on behalf of YALLINGUP CANADA I CORPORATION, Plaintiff, v. AMP SOLAR GROUP, INC., AMP SOLAR LIMITED PARTNERSHIP, POTENTIA SOLAR, INC., PAUL EZEKIEL, and DAVE ROGERS, Defendant, -and- YALLINGUP CANADA I CORPORATION, Nominal Defendant.