Sinclair
HealthTrac, Inc. v. Sinclair
Opinion
Opinion
Zimmerman, J.
ORDER GRANTING IN PART MOTIONS TO DISMISS
Healthtrac, Inc., filed this action against three former officers and directors, Sinclair, Baillie and Mol, alleging that defendants misused the corporation’s securities while they controlled it in violation of Federal and State law. Defendants Sinclair and Mol have now moved to dismiss plaintiffs Third Amended Complaint (“Third Complaint”) on the grounds that the claims brought pursuant to 15 U.S.C. § 78p (“Section 16”) are time barred and the court should decline to exercise supplemental jurisdiction over the state claims. Defendant Mol also moves to dismiss based on plaintiffs lack of capacity to sue. Mol motion, p. 5-7.
I. Plaintiff Has The Capacity to Sue Pursuant to Federal Rule of Civil Procedure 17(b).
Defendant Mol argues that plaintiff lacks capacity to bring this action because it is either a suspended California corporation, or has not obtained a certificate pursuant to California Corporations Code § 2200, et. seq. As alleged in its complaint, however, plaintiff is a Canadian corporation and not a California corporation. Third Complaint, ¶4. Pursuant to Rule 17(b) of the Federal Rules of Civil Procedure “[t]he capacity of a-…