| In Jay-Z NFT
Case Dash Tries To
Stop Meeting of
Roc-A-Fella Records
But Gets Denied
By Matthew
Russell Lee, Patreon
Podcast
BBC
- Guardian
UK - Honduras
- ESPN
SDNY COURTHOUSE,
July 16 – Roc-A-Fella Records
on June 18 filed a lawsuit
against Damon Dash, to try to
enjoin him from selling the
copyright to Jay-Z's debut
album Reasonable
Doubt. Photo here.
Order to Show Cause on Patreon
here.
On June 21,
Roc-A-Fella Records argued for
and won a Temporary
Restraining Order, in a
proceeding before U.S.
District Court for the
Southern District of New York
Judge John P. Cronan in which
Dash did not show up. Inner
City Press live tweeted it here,
podcast here
and below.
On July 1
in an in-person proceeding,
Dash's lawyer asked that the
preliminary injunction be
limited to the album,
Reasonable Doubt. Roc-A-Fella
Records' counsel, still on the
case, mocked Dash for claiming
selling a hologram of the LCC
could raise $30 million,
adding that Dash has been
arrested for failure to pay
child support. Dash's lawyer
called it character
assassination.
The TRO was
extended to July 2, with PI
language due by 5 pm July 1.
Watch this site. Short podcast
here.
After 5
pm, and first reported by
Inner City Press, Roc-A-Fella
and Dash filed an agreement
[Proposed] Order, banning sale
of Reasonable Doubt but not
the sale of Dash's 1/3
interest in RAF. Full
proposed order on Patreon here.
Now, the
schedule: This case is to be
tried to a jury. Counsel for
the parties have conferred and
their best estimate of the
length of trial is 3-5 days.
Motions due by 8/4/2021.
Deposition due by 12/17/2021.
Fact Discovery due by
11/2/2021. Expert Discovery
due by 12/17/2021. Discovery
due by 12/17/2021.
Previously, after a Temporary
Restraining Order was issued,
now on June 25 Dash has
responded with an affidavit
that all that he was trying to
sell was his one-third
interest in Rockafella
Records. He says Jay-Z
underbid on his interest so he
reached out to SuperFarm
Foundation to assist in a
potential NFT auction. Full
declaration on Patreon here.
On July 16
Dash tried on an emergency
basis to stop a meeting at 5
pm to change Roc-A-Fella
Records' bylaws, but was
denied. Inner City Press live
tweeted it here:
Judge Cronan: Are
you seeking a Preliminary
Injunction as well as a
Temporary Restraining Order?
Dash's lawyer: Our papers
speak to both. But TRO for
now. There's a meeting set for
5 pm, the stated purpose is to
adopt bylaws to restrict
transfer of shares...
Dash's
lawyer: The restriction, we
contend, would violate New
York law. Only Mr. Dash as the
initial and sole director --
[Dash's lawyer Natraj Bhushan
has a phone that it breaking
in and out. Court reporter
says she can't hear. This is
no way to try to get a TRO]
Dash's lawyer:
Under the proposed bylaws, Mr.
Dash could be unreasonably
restrained from selling his
shares. And they would
indemnify Mr. Carter against
the lawsuit by Mr. Dash. Mr.
Dash is the initial and sole
director, but they're trying
to cancel that.
Judge
Cronan: What's the corporate
structure of Roc-A-Fella
Records? Dash's lawyer:
In January 1996, Mr. Dash was
made the sole director. And
that's how it still is.
Judge Cronan: Roc-A-Fella, do
you agree?
Roc-A-Fella's
lawyer: All 3 shareholders are
directors Judge Cronan: It
seems there is no disagreement
that there are three
shareholders, and two agreed
to today's meeting. Why is
that contrary to New York law?
Dash's lawyer: The meeting it
was done at was unauthorized.
And it was objected to.
Judge Cronan:
What would be the irreparable
injury if the meeting goes
forward, in about an hour?
Couldn't the outcome be
undone? Dash's lawyer:
If this Court lets the meeting
go forward, then we couldn't
challenge it. If bylaws are
changed they could do anything
Roc-A-Fella's
lawyer: There's been zero
showing of likelihood of
success. There was a meeting
25 days ago, and they've known
since then there'd be another
meeting. They waited - the
court should be skeptical.
Roc-A-Fella's
lawyer: They haven't hit
either prong. Judge Cronan:
Why did Mr. Dash wait until
now to make this emergency
application?
Dash's lawyer: My
client has been investigating.
It is difficult to get
documents from the state. We
answered at 6 am then this
Dash's
lawyer: At the first meeting
they didn't notice the second.
That was done a week ago.
Roc-A-Fella's lawyer: They
have had notice with a copy of
the bylaws for 10 days. They
waited. There's nothing urgent
here. Judge Cronan: I will
deny the application for a TRO
and preliminary injunctions.
The high bar has not been met.
I'll cite, Salinger 607 F 3d
68 (2d Cir 2010). Two of
the 3 shareholders voted to
hold the meeting this
afternoon.
Judge
Cronan: I'm not
pursuaded Jay-Z can't call a
meeting of the shareholders.
If the shareholders in about
an hour pass the bylaws, Mr.
Dash could challenge them.
Yes, for time he could be
subject to needing approval to
sell his shares. But it's not
irreparable
Judge
Cronan: I'll issue an order
soon setting a pre-trial
conference. Anything more?
Roc-A-Feller's lawyer: No.
Dash's lawyer: No. Adjourned.
The case is
Roc-A-Fella Records, Inc. v. Dash,
21-cv-5411 (Cronan)
***
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